Ultimate Lord of the Rings
by aspiringactor
Summary: A freak accident sends several heroes from the Marvel world into Middle Earth. Before they can blink, our heroes are caught up in a war that may very well spill over into their own. Marvel Comics/Lord of the Rings
1. Prologue

_**Disclaimer: I do not own the rights to the Lord of the Rings or Marvel Comics Characters. **_

_**A/N: This takes place (or rather, the characters are from) the Marvel Ultimate universe. **_

The sky overhead was pitch black, yet completely calm. Stars twinkled overhead, illuminating the city that never slept. The moon shone brightly, being full. It's reflected light casting a eerie glow over the narrow path that the solitary figure trod upon in absolute silence. Leaves rustled across the marble path, but the figure paid them no attention. On one side of the path was a black iron fence, far more elaborate than the home variety. But again, the figure paid no attention to it's surroundings.

To someone who did not know who the figure was, it would appear that there was no purpose to the methodical movements. But to the people who did know the figure, they knew all to well the purpose of the silence, of it's significance.

A shirt gust of wind lapped at the long, brown cloak that covered the frame of the figure. For the briefest of seconds a lock of brown hair was revealed. But the lock was quickly hidden by slender fingers, almost as if the woman was afraid of being seen. Which she was. But was unable to keep her presence hidden for long, not from a set of eyes that watched from behind. Her pursuer kept up a steady pace behind her, but was careful to remain hidden. Unfortunately, his efforts where in vain, as the woman had been trained by the best.

"You're him," the woman asked as she forced herself to a halt. "The new one, aren't you?" She continued, not bothering to turn and face her follower. Who she knew was a young male, even if he hadn't spoken.

"I am," the young man replied, as she heard the shuffling of feet. A small part of her mind told her that the young man wanted to come closer, but hesitated. But the rest of her mind didn't care. She had other priorities on her mind, a schedule to keep. A tight one at that. A schedule she had been keeping on this night for the past four years. Ever since that night. That fateful night. The night when her whole life had been shattered with one news report.

That night still hung in her mind like a fresh wound. Which it was, an emotional one. She had locked herself away from all human contact for a full week, barely eating or sleeping. It had taken several people who where close to her to forcefully bring her back into society. Or their version of it, anyway. Being on the run from the government certainly made living a life difficult.

"Do you want company?" The young man's voice asked as the woman resumed walking.

"I'd prefer to be alone," the woman replied as she heard the young man step into a quiet pace, still keeping his distance. Beneath her hood, the woman shed a single tear. In her heart, she knew the young man's pure intentions. But this was something special. Something to be cherished, a time to remember a long-lost friend.

"I understand," the young man replied as the echoes of his footsteps on the stone path. "I'll leave you alone, miss."

"Thank you," the woman replied as she continued down the path,, turning a corner and allowing the young man to be sucked up by the night. That was when she allowed the tears she had been keeping at bay to flow freely down her cheeks as she pulled back her hood.

She cast her eyes upwards at the stone statue, at the stone figure who was immortalized in a larger-than life pose. She reached a tender hand forward, brushing it against the smooth surface of the hero's foot. She would have reached for the heart, but she couldn't reach it without climbing on the statue itself, and that was something she would never do. It pained her to watch the news and see the pictures floating around the internet of parents letting their children use the gravemarker as little more than a jungle gym.

"I thought I might find you here," a new voice said. This speaker was male as well,, but older, stronger and rougher. Yet at the same time it was soft, full of emotion. Like the man who had followed her before, the woman did not turn to face him, even though she knew who he was.

"Are you here to arrest me?" the woman asked, barely moving as she spoke softly, doing her best to re-hide her pain. "Because you know I won't come quietly."

"No," the man replied stiffly as he shifted his feet. "I won't arrest you. Not here. Not tonight. Not when we're here for a common cause." He had a lot of nerve to show his face, as far as the woman was concerned. And if it where any night aside from this one, she wouldn't hesitate to break his jaw.

"I take it you sent the kid as a sentry?" the woman snapped quietly with a whisper. She felt a small portion of her emotion turn to anger as the young man re-appeared beside the older man. It brought back a slew of painful images to the forefront of her mind.

"He came here under his own free will," a new male said as he stepped into the moonlight. Once more, the woman didn't face him. And again, it wasn't out of rudeness, but rather pain. This new man shared a good chunk of the responsibility for her pain this night. "As did I."

"You have no right to be here," the woman snapped bitterly as new tears fell down her cheeks. What would the man she was mourning think of this newcomer's nerve? _Of course,_ she thought with a twinge, _he was never one to hold a grudge. That's...that's just who he was..._ she thought as she clasped a small silver pendant that was attached to a golden chain. The pendant and necklace had been a gift from the hero she was mourning. It was the last thing he had ever given her before his death. And now, it was her most treasured possession in the world.

"Castle," the first older man said with a polite tone, "I'm sure you know who this-"

"I do, Rogers," the second older man, named Castle replied with a short grunt. "He's Sp-"

"No," the woman replied as she finally turned to face the three people who where standing behind her. Her hood and cloak flapped as she spun and pointed from the young man to the statue. "He's not. Maybe he wears the symbol. Maybe he travels the city like he did. But _he,"_ the woman said firmly as she jabbed her finger towards the young man. "Is not _him,"_ she finished as she pointed to the stone figure, "and he never will be."

"It's been four years, _Shroud,"_ a female voice said as it stepped out of the shadows, but kept her distance from the three men. Beside her stood another figure who was covered in as much, or more clothing than the woman.

"Leave me alone, _Phoenix,"_ the woman snapped as she re-centered herself. Once more, the woman felt her emotions boiling up inside, ready to spring forward like a volcano. "And same with you, _Kurt."_

"Why?" the young man snapped as he stepped forward. "What gives you more right to mourn than-"

"_Miles,"_ the man named Rogers snapped as he placed a hand on the younger man's shoulder. He then leaned inwards and whispered something into the young man's ear. But the woman paid them no attention, instead turning her attention on the red-haired woman, and her garbed companion.

"If you've come to-" the young woman began to say.

"To mourn," Phoenix replied firmly as she took a step forward. "The X-men can survive without me for a day. This takes precedence tonight."

"It can take precedence tomorrow as well," the woman snapped in response. "Now leave me alone, please. I just-" she continued as she looked at her watch, her heart sinking in despair. She had missed it. "No..." she began to sob as she dropped to her knees. "No...nono...nononono..._nnnnnnn_-" she felt her word become less coherent and turn into mumbles as tears flowed from her features like water down a waterfall. Not once had she missed the moment. Not once. She knew that others had missed it, or remembered it in their own way. But this had been her tradition.

"What's-" the young man, named Miles said as he approached her. Which was a mistake, as she thrust her fist outwards with the force of a speeding car, sending it crashing into his abdomen. His body flew across the marble path and crashed into the iron gate. His body formed a dent in it and caused a stir among the individuals present, all of whom possessed supernatural abilities, save one. The two newest comers, Phoenix and Kurt, stepped in between the woman and the two men.

"This doesn't have to turn ugly," Phoenix said firmly as the man named Castle stepped forward, somewhat aggressively as he reached for his hip. "Just...just everybody stay calm," she finished as she put her hands up.

"Bitch packs a punch," Miles snorted as he got to his feet. Out of the corner of her ey, the woman saw small sparks erupt around his hands as he stepped past Rogers and Castle, towards Kurt and Phoenix, the first of whom stepped in his path as he discarded his outer clothing, revealing blue fur and a prehensile tail.

"Step back, mein friend," Kurt said, with his voice dripping with his thick accent.

"Outta my way, pappa smurf," Miles snorted as he brought his hand up and touched Kurt's face. A small spark flew from his hand to the mutant's face, causing the blue-furred X-man to fall. "You too-" Miles began as he moved to push past Phoenix, his hand brushing hers. All that the young woman remembered after that was the sound of a raptor screeching, angry red fire, and then blackness.

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Splash. Splash. Splash. Splash.

That's what she heard. Splashing. Against her skin she felt heavy drops cascade onto her exposed skin. Soon the splashing was joined by voices. Excited voices. Happy voices. Exhausted voices.

"There it is! I can see it!" one voice shouted.

"Yes, Pip, we can all see it!" A second voice shouted through the rain. "It's rather hard to miss, being a town and all!"

"Oh well, um..." the first voice said in a state of confusion, only to be interrupted by a third speaker.

"Look over there!" the third speaker shouted, "There's someone in the mud!"

"Where?" the first voice asked.

"Just beyond the sign!" the second voice replied. By the sounds of their voices, the woman could tell that they where approaching. Withing seconds, she heard herself being surrounded, but yet she didn't open her eyes.

"It's a woman!" the third voice said.

"She's beautiful!" the first voice said in agreement.

"She is," a fourth speaker's voice piped up.

"Is she hurt?" the first speaker asked, "she looks like she's hurt. Sam,, do you have something in your bag?"

"Let me see," the third voice said as the woman heard the sound of something heavy dropping in the mud, followed by a rummaging sound. "I...maybe...any idea where she's from, Mr Frodo?"

"No idea," the fourth voice said.

"Look!" the second voice said, "on her neck! Maybe we could use that to buy us a room! I'll just..." That was all she needed to rouse her spirit. She snapped her eyes open as a surprisingly small hand brushed against her neck. With a practiced move, she sent it's owner into a arm-lock as she struck out her other hand, striking something soft and fleshy as she got to her feet. She cast her eyes around in shock, as she found herself surrounded by four diminutive men.

"Where. The. Hell. Am. I?" Katherine Pryde demanded as she wrapped her hand around the throat of the darkest-haired midget.

_**A/N:**_ _**Well, how was that for a first chapter? What did you like? What did you hate? Tell me in a review!**_

_**Also, internet cookies to whoever guessed the name of 'the woman' before I mentioned her name. **_


	2. Lost in the wilderness

_**A/N: So, to sum up the last chapter: Kitty Pryde (Shroud) Jean Grey (Phoenix) Kurt Wagner (Nightcrawler) Miles Morales (Spider-man II) Steve Rogers (Captain America) & Frank Castle (The Punisher) where all gathered around Peter Parker's grave, marking the fourth anniversary of his untimely death. Things got a little bit tense, and Miles's venom-blast caused The Phoenix force to flare up and transport them all to random locations in Middle-Earth. **_

He opened his eyes, feeling the cool grass beneath his skin as he pressed himself up to a crouched position. Inhaling deeply, Steve Rogers tried to get his bearings. He was surrounded on all sides by low, rolling hills. Rock formations peppered the area, protruding from the hills all around him.

"Hello?" he cried out to no one in particular. His only answer being an echo of his own voice. He continued to gaze around, hoping to find some sign of population. Hikers, maybe. Or joggers, or campers. He would settle for anyone. "Where the hell am I?" he muttered to himself as he began to walk. His military training told him to head north, so that he wouldn't simply walk around in circles. And given that there where no discernible landmarks, that was a good plan as far as he was concerned.

As he walked, a large flock of birds passed overhead, squawking as they flew in the direction opposite he was headed. _Something must have spooked them,_ he thought to himself as he unslung his shield from his back and placed it on his arm, just in case. _I am in unfamiliar territory, after all,_ he thought as he skirted around a large boulder, _who's to say this isn't enemy territory?_ He continued on his solitary journey, pondering on his situation as he walked. He remembered attempting to attend a silent vigil alone, out of respect for the fallen Spider-man. He remembered being joined by the young man's successor, Miles Morales.

And he most certainly remembered his encounter with the young mutant Shroud. He remembered her harsh tone towards him, how she had accused him of having no right to mourn.

Of course, most of her words were spoken out of emotional pain. He knew firsthand how painful it was to lose someone in battle, and how easy it was to put the blame on someone in particular. During the great war, he had been forced to deal with hundreds of casualties, and later their friends and families. That was the most gruelling task he had ever faced. Being forced to confront a grief-stricken mother or father about their son's passing. He had thought that time was behind him. He had been wrong.

He remembered the day they had buried Peter Parker. How he had been unable to look the boy's loved ones in the eye. He remembered overhearing the words Peter's young friend, Gwen Stacey, had said to Miles Morales, the boy who would become the new Spider-man.

"_He did what he did because he knew that no one else would."_

Those words struck home for the Captain. It brought him back to the time in his life when he was being turned down by recruitment officer after recruitment officer. All because he was to small and skinny. But one man had given him a chance to prove himself, to be a patriot. Abraham Erkstine. The Inventor of the Super-Soldier formula.

"_There are plenty of big, strong men in this war. Maybe we need a little man to fight."_

He sighed as he continued to walk. He constantly checked the location of the sun as he continued on his way, wary of loosing his direction and walking around in a circle. The sun continued to blaze as it passed over his head, beginning to dip towards the western horizon. And still, he had found no sign of a population. All that had changed in the landscape was now he was confronted with a wall of trees.

Even in the diminishing light, he could tell that the forest in front of him was large. Very large. And full of small animals. But he also knew that the trees would provide excellent cover from the elements. So he set foot into the forest, almost becoming completely shrouded in darkness immediately.

It was so dark that even with his peak vision, he was forced to stick his hands out in front of him, so as to avoid tripping over any obstacles in his path as he gathered several sticks together in his arms and set himself down on a rock. He then proceeded to unlace his boot and take the lace and wind it around the ends of a stick, fashioning himself a bow-drill.

Once his tool was constructed, he used the rim of his shield to dig a hole in the tightly-packed dirt, which he filled with dry leaves and tiny twigs. He then proceeded to lay down the larger pieces of wood, forming a teepee, like his survival training had taught him to. He then picked up his makeshift tool and began to bore into a branch with a rapid spinning motion. Seconds ticked by as he continued to bore, then minutes. Finally, a small trail of smoke preluded sparks, which he used to form the base of his fire.

Seconds later, he found himself faced with a sizable inferno. _I doubt Tony Stark could do that,_he mused internally as he felt his stomach growl slightly. _No time to look for food,_ he thought to himself. _I'd get lost in the dark. I'll just have to wait until morning. _He thought as he stared out into the darkness, wondering just how many eyes where watching him, waiting to see if he was edible. _This is going to be a very long night,_ Steve thought to himself as he felt his eyes begin to droop downwards, forcing his extremely tired body into a state of blissful sleep. His body remained silent as the small fire roared in front of him, providing light and warmth, something that would be solely needed, yet very scarce in Middle-Earth in the days and weeks to come. Nothing could have prepared the Captain for the events and trials that where to come. Nothing at all.

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"_Ya tanya onna?"_(1)

"_Amin n'uma urse sinta, Haldir. Orqu ed' i' en en' ho?"_(2)

"_Orqu helma en mor. Ta edan?"_(3)

These where the sounds which Kurt Wagner woke up to. He curled his three fingers against what felt like a forest floor as he listened to the musical voices around him. They where speaking in a language that was completely foreign to him. But yet their voices seemed so trustworthy, so saint-like that Kurt somehow knew that they meant him no harm.

"_Tel' onna kuila!"_(4) one of the many voices shouted as Kurt pushed himself to his feet and looked around. His jaw nearly dropped at the sight of the ten blonde-haired males who surrounded him. First, Kurt's eyes fell on their strange clothing, which consisted of brown and green hues, as if the clothing was meant to meld into the forest itself.

Next, the blue-furred mutant noticed the extremely long hair. Each wore it so long that it reached their shoulders at least. And his fixation with their hair also drew his eyes to their exposed ears. To be more specific, their _pointed_ ears. He was surrounded by a company of elves. Wood elves, if his nerd-sense served him right.

"_Ach il sharj'a!"_(5)one of them shouted. It was at this moment that Kurt realized that all ten of them where pointing either a spear, a sword, or an arrow at him. That was enough to rid his mind of the nerdy thoughts and replace them with tactical ones. _How many can I take out before they shoot me?_ He wondered, trying to gauge how far away he could teleport, and if it would be enough to avoid capture. _Or death, _ he thought grimly as he noted the stillness of the surrounding elves. If fantasy culture was even remotely true, these elves could hit a thrown dime at over a hundred yards. And considering that he needed to have a clear line of sight to be able to teleport, he knew his odds of escape where slim. Even if he had the slightest idea of where he was.

"I mean you no harm," Kurt said surely as he raised his arms into the air. Hopefully, his captors would understand this universal sign of surrender.

"_Ich ro i' er ya leitha Gollum?"_(6) One of the Elves, who was farthest away from Kurt said. Even through the musical tone, Kurt could hear the deadly aura of the elf's words. Even if he didn't understand the words themselves. _"Mani ach lle naia, Haldir?"_(7)

"_Arwen Galadriel ow'kn mani a' ach,"_(8) another elf replied. Based on how the others reacted to his words, Kurt knew that he was their leader, and the one to thank if he wasn't killed. Hopefully, he would get the chance to do so. _"Ro er il i' yeste' gerstr'an edan a' ilerneo n'ala i' arwen en' i' taur"_(9) With that, the wood elves snapped into a tight formation around Kurt, butting him forward into a march through the trees.

"Do you speak the tongue of men?" The elf who Kurt assumed was the leader said with nobility as he turned his head slightly to face Kurt. Slightly afraid of giving the wrong answer, Kurt hesitated momentarily before opening his mouth.

"I...I do..." Kurt muttered, doing his best to match the elf's noble tone, and failing miserably. "Yes, I do. I speak the tongue of men."

"You speak strangely," the elf commander quipped as he stepped over a fallen tree like it was nothing. "But not as strange as you look. Tell me, are you from South Harad?" the commander elf said as the troop rounded a boulder and ducked under a leaning tree.

"Where?" Kurt half-blurted, completely ignoring the comment about his appearance. That was something he was used to people noticing about him.

"Harad," The elf leader replied calmly as the trees became less dense, "The kingdom south of Rohan and Gondor. Are you from there?"

"No," Kurt replied calmly as the troop came to a halt. Two of the warriors turned to face Kurt, while a third bolted out of sight. Presumably as a messenger. _Probably to tell the elf-king about me,_ Kurt mused internally, _wait...I get to meet an Elf-King! How cool is that! _A smile crossed Kurt's blue face as his mind began to reel.

"_Ier lye a' mor n'e ho elea, Haldir?"_(10)one of the warrior-elves said firmly, as his eyes shot between Kurt and his commander, who nodded.

"Unfortunately," the elf commander said as he turned to face Kurt once more. "We cannot allow a stranger to pass the borders of Lorien unless blindfolded," the elf finished as his subordinate produced a piece of cloth. "These dark times demand it, furred son of men." Kurt nodded, it reminded him of the security measures Professor Xavier had put into place at the school. They had been necessary, as more than one anti-mutant group had attempted to break in. Some, like the mercenary Wade Wilson, had even succeeded.

Wilson had then taken the entire captured X-men team to a private island, where they had been forced into a death match. Only Kitty Pryde's last-minute message to her then-boyfriend, Spider-man, had saved them all. So Kurt could definitely understand where these elves where coming from, and allowed the elf to slip a piece of fabric over his eyes.

"_Ya sut i' ettelen carad ar' luin edan edac't a' i' lye,"_(11) one of the elves chirped as Kurt felt himself being pushed forward slowly.

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Frank Castle shot to his feet the moment he opened his eyes. He took in a deep sniff as he looked around, trying to figure out where he was. Trees. That's all he could see, lots of trees on either side. Looking down, he saw a crude road that reminded him of a forest trail. Which meant that the path led somewhere, at least, as long as he followed it. Reaching down, he pulled out a combat knife from his boot, cursing himself for not bringing a sidearm at least.

He set into a light trod down the path, holding the knife ready, yet keeping it concealed at the same time. He continued to jog down the path for several long minutes, the only company being his thoughts. Even though Frank knew he wasn't the most intelligent person in the world, he knew that he had been re-located somewhere. Possibly the Boreal Forest, based on the type of tree that surrounded him. And he also knew that the others who had been with him where most likely transported as well. So all he had to do was find them, and figure out how to get back to New York.

Several minutes later, Castle found his jog interrupted by the sound of a horse's hooves coming down the path. Acting quickly, he dove for cover behind the largest tree and readied his knife for attack. He inhaled deeply as the horse came closer, accompanied by a man, who was humming a tune as he rode. Until he forced the horse to a stop, and he dismounted.

"Now, what is this?" te rider said as Castle heard the crunch of gravel, indicating that the man was crouching down. As if he was examining something. "These are strange tracks," the man continued, "and fresh..." the man finished as Castle heard the sound of metal on metal. Peering around the corner of his cover, Castle saw the source of the sound for himself.

He found himself faced with a large man in leather chain-mail holding a long sword in one hand, pointed towards Castle threateningly.

"Up," the large man barked as he twitched his sword, "now." With non other viable options open to him at the moment, Castle obeyed the man's command, slowly getting to his feet. "Who are you?" the man snapped, "and don't lie to me. Speak, servant of Mordor!"

"Why?" Castle snapped back. His words had a clear effect on the man, who tightened his grip on his sword.

"Do you know whom you speak to?" the man glowered threateningly as he raised his weapon, bringing it closer to Castle's neck.

"No," Castle replied briskly.

"I am Boromir, son of Denathor," the man said sharply as he shifted his grip on his weapon. "Captain of Gondor. What is your name!"

"Put the sword down," Castle snapped, "and I'll talk."

"Now!" Boromir commanded, "I order you to-" Castle didn't allow him to finish speaking, cutting him off by grabbing the man's sword-arm and twisting hard. The tactic worked, and Boromir dropped his sword as Castle drove his knee into the man's chest. Big mistake, as he was armoured, and thus the blow had little effect on him. Boromir was able to recover quickly because of this, landing a solid blow to Castle's ribcage as a counter-strike.

That blow drove Castle back, barely giving him enough time to react and block Boromir's follow-up strike to Castle's kneecap. Frank grabbed the man's hand and threw him over his shoulder, into a tree before reaching for his knife, which he had dropped.

The retrieval cost Castle precious seconds that allowed Boromir to get to his feet and deliver a blow that missed by a hair's breadth. Frank stepped back, guessing at his opponent's next move. He was proven right when the armoured man lunged forward with his metal-encased fist. Frank grabbed the limb and twisted, forcing the man down into an arm lock as he pressed his knife against his exposed neck.

"Now," Castle growled in a threatening tone. "Where the hell am I?"

"nnnnggg...Northern border of Fangorn forest..." Boromir grunted as he attempted to wrestle free of Castle's grip unsuccessfully.

"What country?" Castle barked.

"...etween old Arnor and Rohan..." Boromir replied as he continued to struggle against the hold he was in. The man was exceptionally strong, easily as Strong as Castle was himself. Proving to be a challenge for Castle to keep restrained. "Now unhand me, man of Mordor!" Noticing the coil of rope on the man's horse, Castle began to form a plan. He forced Boromir towards his horse, so that Castle could snatch the rope with one hand. Acting quickly, he bound the man's hands tightly.

"I'm not going to kill you," Castle said firmly as he spun the knight around to face him. "I'm just going to take your horse," he finished as he pushed the man away and pushed himself up onto the saddle. Without another word, he forced the horse forward, down the path, leaving the bewildered nobleman to his own devices.

_**Well, now we've met five members of the fellowship!**_

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(1)Ya tanya onna? - What is that creature?

(2)Amin n'uma urse sinta, Haldir. Orqu ed' i' en en' ho. - I have no sure knowledge, Haldir. Orc, by the looks of him.

(3) Orqu helma en mor. Ta edan? – Orc skin is black. A man?

(4) Tel' onna kuila! – The creature is alive!

(5) Ach il sharj'a! - Do not move!

(6) Ich ro i' er ya leitha Gollum? - Is he the one who freed Gollum?

(7) Mani ach lle naia, Haldir? - What is your command, Haldir?

(8) Arwen Galadriel ow'kn mani a' ach – Lady Galadriel will know what to do

(9) Ro er il i' yeste' gerstr'an edan a' ilerneo n'ala i' arwen en' i' taur – He is not the first stranger man to speak before the Lady of the wood.

(10) Ier lye a' mor n'e ho elea, Haldir? - Are we to black out his sight, Haldir?

(11) Ya sut i' ettelen carad ar' luin edan edac't a' i' lye – I remember how the red and blue foreign man reacted.


	3. Liante edan

Liante edan

"Ung..." Miles Morales moaned as he pushed himself to his feet. Staring downwards at where he had been lying, he saw only patches of dull grey grass and flat, pale rocks. In fact, the patchy grass and littered rocks seemed to be common for the area he was in. All he could see for miles and miles on end was tiny patches of grass. Most unnerving to someone who had grown up in the city. There was no way that he'd be able to find out where exactly he was at the moment, given that there where no landmarks.

But he really had no choice. It was either search for help, or stay in one place and starve to death. And he had no interest in dying. So he set one foot in front of the other, heading in a strait line. Or as strait as he could manage, anyways. _Where the hell am I? _He thought as he continued his trek through the wilderness. He looked up at the sun, noting the fact that it was a quarter of the way down from noon, heading westward. He guessed that he had a further six hours before it got dark.

Lucky for him, his body fatigued at a slower pace than most people, allowing him to travel further than most could. He knew he would be able to remain walking for the next six hours, but not whether or not he'd have someplace to rest when the daylight ended.

"_A web is only as strong as the one who spins it."_

Miles fell to his knees as those words reverberated inside his mind. The voice which had spoken them sounded powerful. Almost godlike and angelic at the same time. He caught a brief image of a solitary figure standing on a white hill before he cleared his head. Part of him felt violated, as if someone had exposed his soul to the world. But he shrugged it off, assuming that he might just be seeing and hearing things. _Or am I? _He wondered as he got back on his feet, _after all. I was relocated to somewhere I don't recognize. Maybe I got transported to another dimension or something. _He continued to walk, praying that he wasn't doing so in circles.

The sun passed overhead as he continued on his chosen path. He didn't know how far he walked, only that he was starting to feel exhausted. And it was at that point that he heard footsteps. Lots of them. Heading in his direction. And he had nowhere to hide.

Withing seconds, the bodies that the footsteps must have belonged to appeared over the top of one of the many low hills. His heart skipped a beat as he saw their leader glance in his direction, forcing the group to change direction. His direction.

Less than a minute later, he found himself surrounded by humanoid creatures with black skin. That was their strangest feature. But a close second was the fact that they all wore armour, and carried a variety of weapons, ranging from axes to swords to spears.

"Gah," one of the creatures spat as he stepped forward and shifted his hefty sword in his hand. "This one looks tasty," the creature smiled as he jabbed forward slightly, causing Miles to jump back out of reflex, much to the amusement of the gathered creatures. "A mouthful, perhaps?"

"Get off," Miles snorted as he pushed a spear away from his body. Only to have a second one thrust towards him. With nowhere to back away to this time, Miles was forced into action. He kicked away at the spear-wielding monster, using the thing's body as a springboard, to launch himself at the one who had taunted him. He kicked the leader in the face before hitting the ground and ducking under a pair of swinging swords.

He came up with a mighty punch, aiming for a jaw. His blow landed cleanly, but something struck him from behind, sending him to the ground. He was struck twice more from behind, earning a series of jeers from the creatures. But those jeers turned into shrieks rather quickly, mixed with the pounding of hooves and savage war cries.

"_Ten' i' alkar en' Elrond peredhel!"_(1) was followed by a large shape leaping over Miles' body. Before he could blink, one of the creature's heads rolled past, severed from it's body. Chaos ensued, as the creatures formed a tight circle, butting Miles out of their group, and into the path of a charging horse and rider. He was saved only because of his superhuman reflexes, rolling to the far left, ensuring that the rider passed between him and the mob of black-skinned creatures. _"Ten' Imladris!"_(2) the rider shouted as he drove a spear into the chest of one of the creatures. Two riders flanked him, loosing arrows into the formation's midst as a fourth picked off several stragglers, using sweeping strikes with a silver sword to cut them down. The pressured assault by the four riders was more than enough to break the black-skinned creature's rank and spirit. Within five minutes, they had all been cut down. And Miles just stood, rooted on the spot, not moving until the first rider approached him.

"_Kwentra amin er quel son'rea mankoi ach sho'lud il ndengina lle,"_(3) the rider said as he pointed his sharp sword towards Miles and dismounted. The warrior was slightly taller than Miles was, and wore jewel-encrusted armour. On his head was a golden helmet, with a T-shaped hole for the eyes and mouth. On his back was a wooden bow-and-arrow, with an accompanying quiver on his saddle.

"_Ave'le i' edan ereb, Elrohir,"_(4) another rider said as he approached on his horse, giving Miles a warm glance as he did so. _"N'nir uld'co tella dagora yassen ikotane nir' glamhoth avaene."_(5)

"_Ro a'isn orqu ethir, amin sinta ta en' ta,"_(6)the first warrior said as he turned to face his companion. That made Miles feel somewhat insulted, he had always been told to face people when he talked to them.

"Hey," he snapped as he tapped the first warrior on the shoulder, "I'm over here!" His words managed to get a reaction, just not the one he expected. Instead of frustration or anger, he received two looks of slight shock.

"_Ro essu i' lambe en' i' liante edan,"_(7) they said in unison as they both removed their helmets, revealing identical features.

"What are you saying!" Miles demanded bitterly, "speak English!"

"Come with us my friend," the first warrior said in perfect English as he indicated towards his horse. "We must take you to our father. He may have some answers for you."

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It was pouring. Not dripping. Not drizzling. Pouring. Already she was soaked to the bone, even through her heavy cloak, and through her clothes. Water fell in drops from her hair, blurring her vision as she trod through the muddy village, searching for some relief from the unrelenting deluge.

Her troubles where not at all helped by the glares she got from the villagers themselves. They knew she was a fish out of water as well as she did. And some weren't afraid to say so to her face.

"Get lost, _she-elf,_" an older man, with gnarled features spat as he pushed her backwards, out of his way. Not that she had been expecting any different, given the fact that she had been treated as such ever since hitting puberty. She simply shrugged the man's words off and made for the nearest shelter she could find, a tavern named 'The Prancing Pony.'

She pushed the door to the tavern open, revealing an environment that was similar to the outside in many ways. And yet different in others. She still got odd looks from the barflies, but they where more subdued. There was a small hint of cheer in the air, most likely due to the inebriated patrons. Their behaviour was not unexpected. Even though she rarely drank alcohol, she had spent the twilight years of her youth around the Wolverine, who was a notorious drinker. Even going so far as to hit on some of the female X-men, not caring if they where in a relationship.

"Good evening, Lass," a man with a round belly and thick moustache said as he approached, wiping his hands on his apron as he did so. "If ye're looking for accommodation, I've got some nice single rooms available upstairs. If ye'd be interested in tha'. Jus' three silver pennies."

"I..." Kitty began as the door opened behind her, providing a distraction for the barman to deal with as she pondered her thoughts. The first thing on her mind was the fact that she had no idea where she was. The second was that she had no idea how to get home. And the third was that she wasn't sure she could afford to stay at the inn. Digging into her pocket, she pulled out six nickles, seven dimes, three quarters , and a five-dollar bill. Off the top of her head she knew the bill was scrap paper to the man, as he had requested silver. Hopefully, she could convince him to take the coins. Failing that, she would be forced to either find shelter in the wilderness, or steal from someone. The latter of which she had no inclination to do.

"Merry, look!" a small voice piped up from behind her. She recognized it immediately as being the midget called 'Pippin.' "It's that lass who attacked us! The one who threw you in the mud!"

"She did not throw me in the mud," the midget called 'Merry' replied with a hushed tone as he skirted past. "I didn't want to hurt her, that's all."

"Yes well..." Pippin's voice trailed off as the foursome walked away, and the barman returned.

"Good evening lass," he began again as he wiped his hands, using his pants this time. "If yer'-"

"I am," she said in a huffy tone. "Will these do?" she asked as she presented the man with the quarters. He took one and examined it closely, before biting down on it, with what looked like a mouth with half it's teeth missing. Once he completed his motion, he bore a surprised expression.

"Very fine silver, Lass," the barman said as he swiped the other two coins from hr hand. "They'll do jus' fine. Nob!" he turned as he shouted towards a black-haired midget, who came running forward, "ge' room seven ready for the lass here. Nice an' cozy." The midget didn't reply with words, instead giving a simple nod before running off and up the stairs. "He'll be jus' a few minutes," the Barman said to Kitty, who nodded as the man continued, "in the mean whislt' ye can have a drink if ya'-"

"Thank you," Kitty replied, cutting him off as she walked away, more from the man's extraneous odour than anything. She slid through the crowd, more than once relying on her ability to phase through solid objects to get through the crowd. Eventually she found a seat at the bar itself, instead of the only remaining empty seat at a table, which consisted of the four midgets she had encountered before. While she held no qualms about what she did, she knew things would be awkward in conversation.

It didn't take long, however, for Kitty to learn that things where going to be awkward nonetheless. First, the midget assistant Nob, came to her and informed her that the room wouldn't be ready for another hour or so. Then came the patron to her left. First, it was just an innocent brush against her shoulder, or so she assumed.

Then, it was a gentle knock against her hand, which was annoying, but not worth saying anything about. But then came his hand on her knee, which crossed the line for her.

"Excuse me," she said fiercely as she ripped the man's hand away from her body. "get off."

"Wha'?" the man smirked as he faced her, "ya tired, lassie? Cause I gotta r-" he continued as his hand reached up her back, until she slapped it away.

"Leave me alone," she growled, only adding to the man's enjoyment, and to that of the locals, who started to gather in a small circle, chanting 'Bill Ferney's got himself a fighter!' They continued to gather as the man got to his feet, with a wicked smile across his face. Kitty, not one to be intimidated, matched his stance, knowing she possessed several advantages over the man. So with ease, she smacked away the hand that moved towards her breast, and lashed out with her fist, striking his nose hard and causing the man to stumble back, into the path of the dark-haired midget, Frodo. Due to their size difference, Bill Ferney knocked the small being over with ease. She managed to catch a glimmer of a gold band flying into the air, before landing on the outstretched finger of the midget, almost like a perfect ring-toss.

But Kitty knew better than to bet on odds such as that, from her time around Gambit. She knew that there was something else at play, even if it weren't for the faint stirring of telekinesis she felt, before a rough hand grabbed her shoulder and pulled her away. Her captor then proceeded to slam her against the wall and draw a knife, that he pressed against her throat. She found herself unable to escape the man's grip, both by brute force and by phasing.

"You aren't of Bree," the man said in a low growl. "Nor are you a hobbit. Or an elf. Speak!"

"I-" Kitty said in a tone that matched the man's.

"You speak and dress like _Liante edan,_" the man snorted, "do you know of him?"

"Who-" Kitty began, only for the man to withdraw his knife and pull her away, grabbing the dark-haired midget as he did so, before dragging the two of them up the stairs. Kitty could have broken free at that ppoint, but something inside her said that she could trust the man. Maybe it was desperation. Maybe it was the pipe smoke. Or maybe it was because his attitude and demeanour reminder her of Wolverine's. So she decided to go with her gut and stay with him and the midget, even as he crashed through a door to a shabby-looking room.

"You draw far to much attention to yourself, Mr _Underhill,_" the gruff man said fiercely as he doused the candles that lined the only window.

"What do you wan-" the midget, Frodo began to say.

"A little more caution from both of you," the man snapped, "that is no trinket you carry, Mr Baggins. And you," the man said as he faced Kitty. "Even the most warlike she-elves wouldn't attack a man like you did. No woman would. Your garb su-"

"_LET HIM GO!"_ a small, but stout voice shouted as the door crashed open once more, and the other three midgets entered, each carrying an improvised weapon. Due to their small stature, Kitty was forced to stifle a laugh as she looked at their expressions. But her joyous moment was cut short when the man drew a long sword from a hidden sheath, once more bringing the question of her current location to the forefront of her mind. All evidence seemed to point to the fact that she was stuck in some medieval fantasy world. Which did not bode well. "Or I'll have you in shackles!" the speaker, who was the fattest of the midgets continued in as desperately threatening tone as he could manage.

"You have a stout hart, master hobbit," the man replied as he sheathed his weapon with ease, "but that alone will not save you. You cannot afford to wait for the wizard, Frodo, they are coming. Lass, if you wish to survive the night, I suggest you come with me."

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(1) Ten' i' alkar en' Elrond peredhel! - for the glory of Elrond Half-Elven!

(2) Ten' Imladris! - For Imladris!

(3) Kwentra amin er quel son'rea mankoi ach sho'lud il ndengina lle_ - _Tell me one good reason why I should not kill you.

(4) Ave'le i' edan ereb, Elrohir – Leave the man alone, Elrohir

(5) N'nir uld'co tella dagora yassen ikotane nir' glamhoth avaene. - few could last through a battle with so many orcs without injury

(6) Ro a'isn orqu ethir, amin sinta ta en' ta, - He is an orc spy, I am sure of it.

(7) Ro essu i' lambe en' Liante edan – He speaks like Liante edan

_**A/N: so, any guesses who 'Liante edan' might be? Also, internet cookies to anyone who guessed/knew/knows the names of the twin elven warriors who saved Miles!**_

_**Concrit reviews are very appreciated!**_

_**Also, if you like this story, might I suggest: **_ s/9448431/1/Going-Home (Xmen/Lotr crossover)


	4. Caras Galadhon

"Men do not often wander the woods," a powerful, yet serene voice said, forcing Steve to open his eyes to the world. He found himself still in the forest, surrounded by trees and birds. But it was bright out, mid-morning bright. In the light he was able to clearly see a figure striding towards him. The figure had a long white beard, matching robes and a black iron staff with a white orb imbedded in it's crown. "Stories permeate their minds like arrows a boar, and never leave. So either you are very brave, very foolish, or very ignorant."

"Very lost is more like it," Steve replied as he got to his feet, facing the man head-on. He took in the wizened man's appearance as he approached. The man's flowing white robes where blackened by soot and dirt, as was the fringe of his beard.

"You are more lost than you know, Steven Rogers," the man said with a voice that was both serene and terrible simultaneously. "Yet help is at hand, man of America. For you are in the presence of Saruman the great!"

"Saruman the great," Steve said out loud. Internally, he pondered whether or not he had simply hit his head extremely hard. Or if he had possibly been transported to one of 'the nine realms' that Thor talked about so much. "How do you know my name?"

"I know many things," Saruman replied with a powerful gaze as he came to a full stop, metres away from Steve, "they do not call me 'the great' for nothing. I can offer you only mys services in helping you find your way back to your homeland." Something stirred in the recesses of Steve's brain. The man's voice had a slightly sinister tone to it, something he could not quite place. The closest reference he could think of was that of a skilled actor playing Dracula.

"No one can no everything," Steve replied as h backed away several steps, reaching for his shield as he did so. "The world is to big."

"You aren't an Istar," Saruman said forcefully as he brought his staff to bear in front of his body. While the motion carried no direct threat, the man's posture spoke volumes. Volumes that warned Steve to be cautious, very cautious. "The Istar are guardians of Middle-Earth. And I am the greatest of the Istar!" Saruman shouted as he raised his staff into the air, sending forth blinding light. Steve snapped his eyes closed as he wiped his shield towards the man and a deft speed. He heard the sound of metal impacting flesh, and re-opened his eyes, hoping that the man's powers required concentration, which they did. The blow provided Steve with a necessary distraction that allowed him to make a run for it through the trees.

He leaped over fallen trees and under thick branches during his mad dash through the dense forest. All the while followed by the voice of the man who had called himself Saruman. "No man may out run me!" the voice of Saruman commanded through the trees. "I am the air! I am the sun! I am the Earth itself!" Steve did his best to ignore the man's words as he sped through the trees, not stumbling once. For he knew that if he did, it would be his doom.

After running for what felt like an hour, he broke through the treeline and onto what looked like a nature trail. Only Steve knew that it was what passed for a road wherever he was, given the likelihood that he was sometime in the middle ages, if his assailant's wardrobe was anything to go by.

As if someone wished to solidify his guess, Steve rounded a corner, only to come across a man in what looked like leather armour, with a sword in it's sheath and a shield slung across his back. The man was also wearing an extremely frustrated expression, which was turned on Steve fully as the man faced him.

"Have you come to rob me?" the man growled as he drew his sword and approached, rather threateningly. "If you have not noticed, I have nothing for you to take!"

"Take it easy," Steve half panted as he raised his hands in a show of peace. "I haven't come to rob you," he continued, "but can you tell me where I am?"

"As I told the horse-thief," the man spat as he re-sheathed his weapon. "You are on the northern border of Fangorn Forest. South of the Misty Mountains and the old kingdom of Arnor," the armoured man continued as he began to walk away.

"And the nearest village?" Steve asked as he quickened his pace, matching the man's stride.

"Edoras. South, through Fangorn and-" the man said as he wiped the hair out of his eyes.

"I'm not going south," Steve replied. "There's something in that forest, something that attacked me."

"That may be wise," the man said as the two of them continued down the dirt road. "Many powerful warriors have vanished in the forest over the centuries. Or so the stories say. As for the next nearest town, that would be Bree, to my knowledge. But I myself am headed to the House of Elrond. Perhaps there is what you are looking for."

"Thank you," Steve replied as he extended his hand in friendship. "Steve Rogers, at your service."

"Boromir," the man replied as he took Steve's hand and grasped it firmly. "Captain of Gondor, at yours." Together, the two Captains trod down the beaten path, towards their intended destination.

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"Welcome, my friend," the elf Captain, who was called Haldir, said as he pulled the blindfold from Kurt's eyes. "The the Elven city of _Caras Galadhon_," he continued as he gestured forward with his arm. Kurt's jaw dropped at the sight he was presented with. A city seemed to grow out of the forest itself, intertwining with the tree trunks for support. He continued his absolute admiration of his surroundings as he walked, keeping pace with the warriors that encircled him.

He passed by magnificent gazebos filled with Elves painting lavish works of art and masterfully playing instruments. He passed by a line of warriors armed with bows. He flinched as they fired a volley towards unseen targets. But he did admire their coordination and precision. He passed more Elves still. Some of whom where singing, others who where dancing. He even passed a pair who where fencing with one another.

"Look well, my friend," Haldir said as he clasped a hand on Kurt's shoulder and pointed him towards the tallest tower in the area. "For no outsider has penetrated this far into our city in decades. And none has been so lucky as to be brought before the lady of the golden wood," Haldir said as the group began to ascend a grand staircase that circled around the trunk of the largest tree. The steps themselves seemed to be made out of wood that grew from the tree trunk, but they where of a different colour. Kurt made a mental note to ask about them later on, after he had met the King and Queen. He, along with the accompanying troops continued their ascension for several minutes. Eventually the staircase turned into a plateau. And as he stepped onto the flat surface, his eyes fell upon two figures that seemed to emit an unearthly glow.

"_Welcome, Kurt Wagner, son of Azazel," _a crystal female voice whispered both with audible words and with telepathy. If it hadn't been for his time with telepaths such as Charles Xavier and Jean Grey, he would have been on his knees, holding his head in his hands. Instead, he was left wondering how the elven woman before him knew his name. _"you are not of this world, are you?"_

"N...no," Kurt replied as he gave a respectful bow of his head.

"Do not be troubled," the Elven man beside the woman said with grace, "you shall rest here. Our borders are safe. No enemy shall bother you during your stay."

"And where am I?" Kurt asked with a respectful gaze.

"_Caras Galadhon,"_ the elven woman, who Kurt assumed was the 'golden lady' Haldir had referenced earlier. _"In the woods of Lothlorien,"_ the woman continued as she motioned with her hand, _"You have many questions, Nightcrawler. Rest assured that all will be answered in good time. Go now and rest. Your journey has been a long and difficult one."_ Kurt almost began to protest, but stopped himself, knowing that their hospitality most likely had it's limits, and that it would be best if he didn't overstep them.

"Thank you," was all he said as he inclined his furred head before turning away, with several troops behind him. He began to descend the staircase, but still managed to catch some of the words that where spoken between Haldir and the Elven Lord.

"_Glamhoth ier no' i' numenenya kirma en' i' taure. Ron aa' en ten' ho,"(1)_ The Lord said with a whisper. Although Kurt couldn't understand a word of what hey said, somehow he knew it was about him.

"_Amin il i'evebel." amin naia Raohtar a' omp'yan ho,"(2) _Haldir replied with a quick bow before hurrying down the staircase to join the elves under his command. Once more, Kurt was forced to repress his questions. Luckily, Haldir spoke up. "Forgive me if I am insulting," Haldir asked as he stepped into pace beside Kurt, "but how is it you have fur like a horse or bear? And why is it blue?"

"I was born this way," Kurt replied with a smile, "My father and mother where both mutants like me, and I inherited aspects of their appearances," Kurt continued as he walked downwards, "My father was the one with the tail. My mother was the one with the blue skin."

"'Mutant'" Haldir said with a curious tone, "A strange word. One I have only heard one man speak. And that was two years ago."

"Really?" Kurt asked, somewhat interested. "Who was he? What did he say about Mutants?"

"His name was_ Liante edan,_" Haldir replied as they reached the forest floor. "And he did not say much. Only that where he came from, they where treated unfairly by most," the warrior-captain finished as he led Kurt towards a cluster of small buildings to the west of the centre spire.

"What did he look like?" Kurt asked halfheartedly as he continued to walk towards the buildings.

"He kept his helmet on," Haldir said with a shrug, "as if he had something to hide. But he spoke strangely, much like you do. But yet still different. It seemed as though he had lost much, and thusly did not allow for anyone into his life."

"He sounds very odd," Kurt replied as he stepped under the doorway of one of the buildings.

"He was. He refused the advances of many fair young maidens here in Caras Galadhon. Something which few mortals have accomplished," Haldir said as a smile etched across his features. "I must warn you about them," he said as he indicated towards a group of female Elves standing to Kurt's left. "They can be very alluring." A rock formed in the pit of Kurt's stomach as one particularly attractive elf-maid with jet-black hair smiled at him. Kurt did his best to smile back warmly as his mind raced. He knew that while she appeared to be around his age, she could very well be older than his great-grandmother. But still, he could not help but notice just how attractive she was.

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Jean Grey, leader of the X-men. One of the most powerful mutants in existence. Wielder of the dreaded Phoenix force. Was completely helpless. She was surrounded on all sides by black rock and ash. In the distance, less than a kilometre away, where two great spires. One was a fortress, and the other was a volcano that spurted black clouds.

But she paid the volcano no attention, instead focusing on the fortress. Or rather, the great flaming red eye that topped it. Something about it sent shivers up her spine as she watched it's gaze shift around, as if it was looking for something. _I have to get out of here!_ She thought as she got to her feet and began to sprint away from the two landmarks. Ahead of her was a wall of mountains, which she instinctively knew she would have to climb over in order to escape. Hopefully she would be able to do so before being found out.

Unfortunately, she was wrong. She found herself illuminated in a red light, forcing herself to turn around. She looked outwards iin horror as she saw that the great eye's gaze was fixed on her form. But she did not remain still for long, redoubling her speed as she did her best to escape the sight of the eye. She used her telekinesis to increase the height of her jumps over boulders, hoping that would buy her the time she needed.

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(1) Glamhoth ier no' i' numenenya kirma en' i' taure. ron aa' en ten' ho. - Orcs are on the western part of the forest. They might be looking for him.

(2) Amin il i'evebel. amin naia Raohtar a' omp'yan ho, - I do not believe that. But I shall command Raohtar to accompany him.

_**A/N: So yeah, Jean's in Mordor...think she'll be able to escape before she's caught? And what lesser-known Lord of the Rings characters would you like to see brought into the story? And which fellowship character are you waiting to be introduced/scene from the story are you waiting for the most?**_

_**And as always, Concrit reviews are much appreciated! **_


	5. Into the Wild

Rain splattered on the windows as thunder loomed in the distance. There was definitely an unsettling aura in the air as the two strangers sat in total darkness, save the occasional strike of lightning. Kitty had remained silent ever since she had entered the room with the four hobbits and the man who called himself Strider.

"You dress very strangely," Strider said, breaking the eerie silence. "I have never seen any maiden, be they mortal, elf-kind or Dwarf, dress in such a manner. And furthermore, no one as young as yourself dares to travel alone. Nor do they brawl like men with drunks."

"When you've been what I've been through," Kitty replied with half a snap, "you learn to adapt. That man in the bar is nothing like others I have come across, Strider." She didn't mean to come across as rude, she just didn't feel like sharing certain things with a man she had met half an hour ago.

"And who have you come across, my lady," Strider asked as a boom of thunder echoed in the distance. "who has made you who you are?" _He's not going to make this easy, is he?_ Kitty thought as she shifted her arms and stared out the window, into the darkness.

"It's complicated," she replied with a sigh. She wasn't sure the man would understand the constant witch-hunt that had been her life ever since hitting puberty. _Though,_ she thought as the smallest of smiles cracked her features, _given the time period, maybe there are actual witch-hunts. Not mutant hunts. _Her smile receded though, as she thought about home. Or what used to be her home, as she hadn't stayed anywhere longer than a few days in the past four years. Slowly, her hand trailed up towards the necklace hanging around her neck. She ran her fingers over the smooth silver spider, finding some solace in the simple action.

"_You miss him a lot, don't you?" she had asked him one day as they sat in diner, waiting for their food to be prepared and brought to them. _

"_I do," Peter had replied with a small, warm smile. "And it hurts when I start to think about him. But then I remember something he said to me once."_

"_What? She asked intently, as she reached and put his hand in hers. _

"_That the people we love never really leave us. They're always with us as long as we can remember them," he had smiled as he ran his thumb over the back of her hand. "It sounds really corny, I know, but-"_

"_It's not corny," she had replied, before leaning in for a tender kiss. _

"Where did you get that?" the small voice of Frodo Baggins asked from behind. She turned to face him, seeing that he was pointing to the necklace in her hand. "I've never seen such fine craftsmanship. Not-"

"It was a gift," Kitty snapped as she stowed the necklace into the folds of her clothing. She hoped that he would take the hint and drop the conversation. Unfortunately, he didn't. He stood there on the spot, waiting for her to continue. Which Kitty had no intention of doing.

"From whom?" Frodo asked intently, "and where did-" he was cut off by a loud, foul screech penetrating the air. The noise was enough to wake the other three midgets from their sleep, bearing terrified expressions. Casting a glance towards Strider, she could tell that the noise alarmed him as well,, but he was keeping it under control. "What are they?" Frodo asked as he moved past Kitty and to Strider's side.

"They where once men; great kings of men," Strider said with a grim expression as he gazed out the window. "Then Sauron the Deceiver gave to them nine rings of power. Blinded by their greed, they took them without question. One by one falling into darkness. Now they are slaves to his will. They are the Nazgûl, the Ringwraiths, neither living nor dead. At all times they feel the presence of the ring. Drawn to the power of the One. " Strider continued as he turned from the window and towards the gathered bodies in the room. "We must leave at dawn," he said as he nodded in Kitty's direction. "I suggest you stay with us. The people of Bree are sure to talk. And they will hunt you down." Kitty nodded, agreeing that she should stay with them. Although not for the reasons Strider had given. She looked over at the four midgets, knowing that they where in danger. And someone very close to her had always made a point of helping those in danger.

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Without a shred of grace, Miles Morales dismounted the horse, nearly falling on his face as he did so, much to the amusement of the company of elves he had been travelling with. The two leaders had introduced themselves as Elladan and Elrohir. And even if he hadn't seen their faces, he would have known that they where brothers. Their actions mimicked the other's, and they had a habit of finishing each other's sentences.

"Welcome to Imladris, man of spiders," Elrohir said with a warm smiled as he gracefully dismounted his steed, followed in short by his twin brother. During the horse ride over, the twins had pestered him with questions, chief among them being what his name was. And given that he wasn't entirely comfortable with divulging that particular secret to them, he had simply told them that 'spider-man' was a title given to him. _Not entirely a lie, _he thought as he turned to face the city before him. He was blown away at the sight of the fading stone arches that surrounded him. To his left, past an ornate iron railing was a waterfall so beautiful, it surpassed any that Miles had seen in any postcard or picture.

A series of stone steps lead upwards, towards a wood and stone building. Descending the stairs, however, where two figures. One was male, with long black hair tied neatly behind his back. Pointed ears confirmed that the man was an Elf as well, and an old one, based on the expression of his eyes. But beside him was a woman Miles could only describe as angelic. Like the man beside her, she too had long, black hair. Her eyes glowed with a crystal blue hue as she descended the staircase.

"Father," the twins said in unison, "allow us to introduce the man of spiders," they said as they gave a respectful bow. "We found him surrounded by a horde of Orcs near the hidden entrance to the Valley. He claims he is from a far off-land. We thought-"

"That he might be a friend of _Liante_ _edan,"_ the father of the twins said with a respectful incline of his head. "Many strange things happen in Middle-Earth these days," the elven lord continued. "Lord Celborn and Lady Galadriel tell me of a half-elf half-man with blue fur. And many birds from the south speak of a strange man in blue garb with a round shield." The elf continued as he reached the bottom of the staircase, "Tell me, _edan en' liante_, did you come alone into Middle-Earth?_"_

"Edan en' laintee?" Miles stuttered, not understanding what he had been called.

"_Edan en' liante._ It means, 'man of spider'" the lord replied with a warm smile, "that is your name, is it not?"

"My name is Spider-man," Miles corrected. As he spoke, the smallest of gasps escaped the otherwise still expression of the woman to the lord's left. As if his name rang a bell in her mind. "It is a name I inherited, a title, if you will."

"Very well," the lord said as he spread his arms wide, in a welcoming gesture. "Then let me welcome you to Imladris, Spider-man," the elf said as the woman, who Mile assumed was his daughter, and the sister of the twins, came to his side. _"Arwen, etloc'a ho sambe a' kaima e',"_(Arwen, locate him a room to sleep in) he said, and the woman, who Miles assumed to be Arwen, smiled.

"Come with me," Arwen said with grace, "man of spiders. I shall show you to your quarters, so that you may rest" She beckoned towards him with her hand, and he followed her up the stairs. She led him along a path that arched above a study. A series of statues lined the railing, one in particular caught Miles' attention. It was of a king, he knew that much, based on the crown on the head. But Miles was more interested in the shards of a sword that lay on a cloth in the statue's hands.

"Wow," the young vigilante said as he reached out his hand and brushed it against the hilt, which was the largest intact portion of the blade.

"That is Narsil," Arwen said as she moved to his side. "The sword of Elendil, the last high king of Gondor."

"Did it break in a battle?" Miles asked as he continued to be amazed by the blade. "Did he strike a shield or something that was-"

"Turn around," Arwen said with firm dignity. Her words carried so much power that he found himself moving against his will, turning to face a large painting that he hadn't noticed before. It showed a man sprawled on the ground, holding a broken hilt that emitted a heavenly light. Set against the man was a terrible black figure. The painting had been so well presented that even looking at the dark malice made Miles' skin crawl. "That is Isildur, Elendil's son. He was the one who vanquished the dark lord Sauron during the closing of the second age of Middle-Earth."

"When did-" Miles began to say.

"Centuries ago," Arwen said as she motioned for Miles to sit on a nearby bench. "Sauron, or Annatar the gift-giver, as he was known then, came to Middle-Earth. He had a fair form, and many, including some of the wisest elves, trusted him. He showed us many skills, and helped the leaders of the free peoples forge great rings of power. Seven of which he gave to the dwarf-lords, and nine he gave to the kings of men. Only my father, and a handful of others did not trust him, and so they forged three great rings for themselves. And they where none to soon, as Sauron revealed his true nature. He forged himself a ring of power, superior to all others that he had a hand in making. He summoned to himself an army of the foulest creatures imaginable. Orcs. Goblins. Trolls. He unleashed them upon the world. One by one, the free peoples fell to the power of Sauron. For we were divided and weak. It was only in a last, desperate alliance that Sauron was driven back into the land of Mordor. During the final days of the war, The armies of the free people assaulted his fortress of Barâd-dûr, led by the High King of Noldor, Gil-galad, the dwarf king Durin IV and Elendil. For weeks on end they battled their armies against Sauron's, driving them back one foot at a time. Elendil, Gil-galad and my father-"

"Your father?" Miles blurted as he pointed down, towards the entrance to the city. "You mean-"

"The very man who greeted you," Arwen said with an inclination of her head. "Together, they spearheaded the assault. For none of Sauron's servants could withstand their might, though thousands tried and failed. But then," Arwen paused briefly before continuing, "Sauron entered the field. With one hand, he destroyed Gil-galad. And with a mighty swing of his mace Elendil crumpled. All hope seemed to fade, until Isildur took up his father's broken sword and cut Sauron's ring from his finger, destroying him."

Miles remained silent in awe of what he had heard. It was like he had been thrown into a high fantasy novel that teachers assigned to their students as reading projects.

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Frodo Baggins was cold. Colder than he had ever been in his lifetime. A part of him wondered if Bilbo had ever been so cold during his travels. But most of his mind was focused on staying warm. He pulled his meagre cloak tight around his body as he continued to walk, behind Strider, who held the lead. Behind Frodo walked Sam, with Merry and Pippin beside him. And bringing up the rear was the mysterious woman who told them her name was Shroud. _A peculiar name,_ Frodo thought as the company continued it's way forwards. _But then again, so is strider._

"How do we know we can trust them?" Merry whispered into his ear. "The folk in Bree didn't trust him. And the woman, she's to secretive."

"A servant of the enemy would be more foul," Frodo replied, relaying what he felt in his heart. "Or more fair. Strider knows Gandalf. And if Gandalf knows Strider, he must trust him. And I trust Gandalf's judgement."

"But would Gandalf trust Shroud?" Merry whispered back, "for he does not know her. She could be a spy of the enemy, for all our knowledge. And where is Strider taking us?"

"To Rivendell, master Meriadoc," Strider replied from the front of the line, "to the house of Elrond half-elven." Frodo watched as the ranger disappeared behind a cluster of trees, only to re-appear once Frodo rounded the trees as well, letting his mind wander back to Shroud.

"Did you hear that, Mr Frodo?" Sam quipped, "we're going to see the Elves! Just like Mr Bilbo did!"

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"_Lle ier sai n'ataya, mankoi lle helma yassen luin findl?"_(You are very strange, Why is your skin covered with blue fur?) a musical female voice said from behind him. Kurt turned around to see a slender woman in a white robe approaching. She had shoulder-length blonde hair and sea-blue eyes. And yet, Kurt still didn't understand her words, something that was becoming a problem with the Elves.

"I'm sorry, I do not-" Kurt began, only for the Elven woman to speak.

"I am _Menel tinu,_" she said softly as she continued to approach. Kurt watched as a tiny smile etched across her perfect features. "I have never seen a child of men with blue fur," she said in perfect English. "Are you from the south?" she asked intently.

"I..." Kurt stuttered, completely dumbfounded by her beauty. _Haldir was serious when he warned me about only one man resisting them!_ He thought as Menel came to a stop, less than four feet from him. "No..." he said slowly, "I am not from here."

"Then where are you from?" Menel asked with a sultry tilt of her head.

"N...America," Kurt replied, hoping that his answer would suffice. He doubted he would be able to explain most of his world to her, given the stark differences. And his concentration was not at all helped in any way when she reached up a hand and slid her fingers along the side of his face, feeling the fur. "F...far from here," he finished, earning a alluring smile from Menel.

"You have a strong will," Menel cooed softly as she pulled her hand free. "I am sure that _Haldir_ told you to be on your guard?" She continued as she stepped back several steps.

"He...he did," Kurt replied with a stutter.

"Then he was wise," Menel smiled warmly as she twirled a little, "for only one mortal has not thrown himself at me blindly. A rather curious man, he came to me for help."

"He..he did?" Kurt asked, wanting to keep the conversation going as long as possible. "What did he want? What was his name?" Kurt finished, with very little interest in the answer, aside from hearing her speak.

"Haldir wanted me to heal him," Menel replied as a confused expression crossed her face. "he was wounded, beyond the care of mortal medicine. And beyond the medicine of most elves. And he never gave me his name, I only knew him as _Liante edan_."

"Then how did-" Kurt began.

"I am a lore-master," Menel smirked playfully, "a magic-user, as men call me. I healed his wounds. And when he was ready to leave, I blessed and enchanted his sword, _dae-cath."_

"Wha-" Kurt stuttered, still enthralled by her beauty.

"In the common tongue," Menel replied as her arms began to flow around her body, in an intricate dance. "It means _Shadow-cat._ Rather curious name, is it not?" Kurt's mind lurched at the mention of his former team-mate's codename. He realized that there was a good chance that she and Jean had been transported into this world as well. And he knew he had to find them. Soon.

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_**A/N: So, my question to you readers is this: which two Marvel Characters do you think are going to meet up first?And any more guesses as to the identity of Liante edan?**_

_**Concrit reviews are appreciated!**_


	6. Cloak & Dagger

_**A/N: Today marks the day that both Frodo & Bilbo baggins where born (Years apart, of course) And the day that Frodo set out on the quest to destroy the one ring. So, Happy Hobbit-Day!**_

"You five stay here," Strider said in a gruff tone as he laid a bundle down on the hard-packed rock. "I'm going to have a look around." he continued as he unwrapped the bundle, revealing four long knives. They had been travelling for three days since leaving Bree, and seemed to be no closer to Rivendell than when they started, although Kitty understood that Strider seemed to know where he was going, and that he had a plan. But what she didn't like was being ordered around, or the idea of splitting up.

"We'd be better off sticking together," she replied with half a huff as she pulled on her cloak.

"I won't be long," Strider said in a gruff tone as he strung his bow. "Stay here, and look after the hobbits. Keep them safe," he finished as he took off down the steep slope, allowing Kitty some time to look around her surroundings. They where in a cave, underneath the remains of a tower that Strider had called Amun Sul. But to her, it looked like a giant mushroom surrounded by a forest of broccoli. She watched as Strider disappeared in the thick trees, hoping that he would return sooner rather than later. She could feel something in the air, something that made her nervous.

As at Bree, she did her best to avoid eye contact with the midgets, who Strider had called 'hobbits'. She simply stared out into the blank emptiness of the sky, staring at the strange constellations. But, again, as at Bree, her solitude was interrupted, this time with singing.

Troll sat alone on his seat of stone, And munched and mumbled a bare old bone; For many a year he had gnawed it near, For meat was hard to come by. Done by! Gum by! In a cave in the hills he dwelt alone, And meat was hard to come by. Up came Tom with his big boots on. Said he to Troll: 'Pray, what is yon? For it looks like the shin o' my nuncle Tim, As should be a-lyin' in graveyard. Caveyard! Paveyard! This many a year has Tim been gone, And I thought he were lyin' in graveyard.' 'My lad,' said Troll, 'this bone I stole. But what be bones that lie in hole? Thy nuncle was dead as a lump o' lead, Afore I found his shinbone. Tinbone! Thinbone! He can spare a share for a poor old troll, For he don't need his shinbone.' Said Tom, 'I don't see why the likes o' thee Without axin' leave should go makin' free With the shank or the shin o' my father's kin; So hand the old bone over! Rover! Trover! Though dead he be, it belongs to he; So hand the old bone over!' 'For a couple of pins,' says Troll, and grins, 'I'll eat thee too, and gnaw thy shins. A bit o' fresh meat will go down sweet! I'll try my teeth on thee now. Hee now! See now! I'm tired o' gnawing old bones and skins; I've a mind to dine on thee now.' But just as he thought his dinner was caught, He found his hands had hold of naught. Before he could mind, Tom slipped behind And gave him the boot to larn him. Warn him! Darn him! A bump o' the boot on the seat, Tom thought, Would be the way to larn him. But harder than stone is the flesh and bone Of a troll that sits in the hills alone. As well set your boot to the mountain's root, For the seat of a troll don't feel it. Peel it! Heal it! Old Troll laughed, when he heard Tom groan, And he knew his toes could feel it. Tom's leg is game, since home he came, And his bootless foot is lasting lame; But Troll don't care, and he's still there With the bone he boned from its owner. Doner! Boner! Troll's old sear its still the same, And the bone he boned from its owner!

"Sam, where has this side of you been all this time?" Merry asked as Kitty turned her head slightly, to see the cackle of flames. Three of the hobbits where seated around a roaring fire, while she noted that Frodo was off in a corner, sleeping.

"It's one of Mr Bilbo's," Same replied as the fire continued to creak and crack. "I think the sausages are ready," he said as Kitty heard the sound of metal scraping against metal, combined with the sounds of the fire. It was at this point that Kitty realized that she hadn't eaten a true meal since before her silent vigil. All she had been able to eat was whatever she found on the road, which mainly consisted of berries and an apple Strider had thrown her way. Now, she yearned for the source of the intoxicating aromas that assaulted her nose. It was enough to break her self-imposed solitude.

"That looks good," she muttered as she pulled up closer to the fire, much to the surprise of the Hobbits. The three of them looked at her with slightly shocked expressions as she pulled down her hood for the first time since leaving Bree. She was sure some of them even doubted her gender. "That was...rather well, recited, Sam," she said slowly, complementing the roundest of the Hobbits on his poem.

"It's nothin' Miss," Sam muttered in a low tone as he stabbed at his plate with his fork. "Ye' should hear Bilbo tell a story. He's the master at it." The other two hobbits nodded in agreement as Sam continued, "he tells lots of great stories he does. Dragons and elves and dwarves and great battles. He's really been there and back again." He finished, leaving room for Merry to speak. Or rather, to sing.

Now hobbits are peace-lovin' folks you know  
They're never in a hurry and they take things slow  
They don't like to travel away from home  
They just like to eat and be left alone  
But one day Bilbo was asked to go  
On a big adventure to the caves below,  
To help some dwarves get back their gold  
That was stolen by a dragon in the days of old.

Bilbo! Bilbo! Bilbo Baggins  
He's only three feet tall

Bilbo! Bilbo! Bilbo Baggins  
The bravest little hobbit of them all

Well he fought with the goblins!  
He battled a troll!  
He riddled with Gollum!  
A magic ring he stole!  
He was chased by wolves!  
Lost in the forest!  
Escaped in a barrel from the elf-king's halls!

Bilbo! Bilbo! Bilbo Baggins  
The bravest little hobbit of them all

"Sounds like you adore this guy a lot," Kitty said with a small smile on the edge of her lips as she reached for an unused plate. "Don't you?" she continued as she scraped a small portion of food onto the metal dish. She did her best to be interested in what they had to say, as she knew it would make the journey slightly more comfortable.

"He's Frodo's uncle!" Pippin said in a hurried, but quiet tone. "He once saved the dwarf kingdom of Erebor from Smaug the dragon!"

"Really?" Kitty replied as she stabbed at the pitiful meal before her. "Sounds-"

"What're you doing?" An alarmed Frodo Baggins called out as Kitty watched him stumble to his feet.

"We're just tellin' Miss Shroud about Mr Bilbo's-" Merry began to say as Frodo rushed over to the small fire. Based on his body language, Kitty knew something was wrong.

"Put it out you fools! Put it out!" Frodo shouted as he kicked at the fire with his bare feet. Something that alarmed Kitty, as she knew that he could get seriously injured, from either the fire itself or wood splinters. But that worry was quickly replaced by another as she heard a screech coming from the base of the ruined watchtower. She glanced over the side of the cliff, only to see five figures covered in long, black cloaks approaching.

"Go!" Kitty shouted as she ushered the four hobbits towards the pathway that she guessed led to the top of the fort. The four hobbits drew their long knives, which could have been swords for them as they ran. Knowing she needed a weapon, Kitty grabbed a nearby stick that was about five feet long, hoping it would do some good.

During her time at Xavier's school and as one of the X-men, she had received extensive combat training. Most of it was unarmed, but her teachers had been sure to train her in the use of improvised weaponry, such as rocks and sticks. As the five of them stepped out into the courtyard of the tower, Kitty realized that they where in the kill-zone. Otherwise known as the exact place she didn't want to be. She began to contemplate taking the hands of the four hobbits and phasing them to safety, but she immediately dismissed the idea. While the courtyard was a kill-zone, she knew it would be impossible to be snuck up upon, which was a major plus. And it was also even ground, so no one would have that particular advantage. Over herself, at least.

"There!" Merry shouted as he pointed towards a shadow. Or at least, the being hidden by the shadow. As it took a single step forward, four more appeared, each carrying a long blade of black metal.

"Stay behind me," Kitty ordered, knowing that the hobbits probably had little to no combat experience, and would be mowed down if the Nazgûl possessed any combat proficiency. Which she guessed that they did, based on how they carried themselves, and because Strider had described them as 'once being great kings of men'. She tensed her muscles as the five wraiths surrounded her and the hobbits.

"Give up the halflings," one of them hissed in a foul voice. "And you shall live!"

"You'll just let me go?" she spat back, understanding the way these creatures thought. If she where to surrender, they would kill the hobbits, then kill her so that there were no witnesses. That left only one option, stand her ground and hope for a miracle. She tightened her grip on her makeshift weapon, indicating her intent as she spoke, "yeah right."

The Nazgûl hissed as they collectively assumed a fighting stance, surrounding their victims in a semi-circle as they did so.

"Back you devils!" Sam shouted as he rushed forward, slashing wildly with his short blade. Each strike was blocked with expert precision by the wraith, who then proceeded to toss the hobbit aside. Kitty moved to cover the prone hobbit from the wraith that menaced him. She struck out with the stick, striking the cloaked figure's 'head' with enough force to cause a concussion. That was, if the rules applied at that moment. The stick splintered into pieces, as if she had struck concrete. But the blow did managed to get the attention of the wraith, who turned to face her. The black blade whistled through the air, and Kitty solidified herself, hoping to shatter the blade upon impact. As luck would have it, that is exactly what happened. As the shards of the blade clattered to the ground, she heard a scream pierce the night.

She spun around wildly, coming across the sight of one of the wraiths pulling it's sword from an invisible body. Remembering the incident in Bree, she guessed that Frodo had put his magic ring on, hoping to avoid the wraith's gaze. But somehow, they had seen through it, and stabbed him.

The swing of a sword brought her back to reality, forcing her to phase the blow through her body. Instead of feeling nothing, she felt a hot slash of pain run through her frame. Looking down, she knew she hadn't been cut. That only left the possibility that the sword was magic, as she knew she was vulnerable to, even while phased. The pain was blinding, forcing her to her knee as a man cried out. Through tear-filled eyes, she looked upwards, catching sight of Strider warding off the five wraiths single-handedly.

Gone was the mysterious cloaked man from the prancing pony. In his place was a warrior. With one hand, he wielded his sword with even greater precision than the wraiths. In the other hand he carried a flaming torch, which he used to ignite the hem of the Wraith's cloak. Within mere minutes, he was able to do what the five of them had been unable to. Or rather, he and one other, as she noticed that Strider was not alone.

"He's goin' cold!" Sam cried out as Kitty stumbled to her feet uneasily. She braced herself against a crumbling statue as the pain began to ebb away from her body rather slowly.

"Is he going to die?" Pippin asked as he reached for Kitty's elbow. "Shroud, is he-"

"I don't know," she replied as she did her best to remain upright.

"He's been stabbed by a Morgul blade," Strider said as Kitty turned to face him. She both heard and saw him drop a hilt of a sword, but her gaze was fixed on Strider's companion, a man she knew very well. A man she hated with every fibre of her being.

Frank Castle.

The man who shot Peter Parker.

Something she wasn't going to let go.

Not in a million years.

"_You!"_ she growled in a tone that made all present bodies cringe as she lunged forward. She caught the Punisher by surprise and brought him to the ground with a powerful blow to the knees. She was able to bring her fist down on his face once before a strong hand caught her arm. She looked up to see Strider holding her limb steady.

"We have other problems at hand," Strider barked as he used his free hand to indicate towards Frodo, who was on the ground, shaking violently as tremors racked his small body.

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_**A/N:So, do you think Kitty's reaction to Castle is justified? Or out of place? And get ready for Liante edan to make his debut. **_


	7. Blood & Water

_**Just for clarification: The heroes that where brought into the Lord of the Rings universe, are all from the 'Ultimate comics' line. Specifically, they where all transported on the 4th anniversary of the death of the first Spider-man (Peter Parker) I now realize that I made a mistake, as Kurt is currently dead in that universe, but I hope you can look past that.**_

_**A/N: Contains nudity.**_

He spurred his horse around a large tree, only to be tackled from the beast's back. He hit the ground hard and rolled, coming to his feet and drawing his knife as he did so. He readied himself for a fight, but his courage turned to despair as soon as he saw that his opponent had drawn a long sword. Castle knew one of his main advantages in the fight with the man named Boromir was that he had been willing to fight dirty, while the nobleman did not. But based on this man's outward appearance, Castle guessed that he wouldn't be as reserved in his fighting methods. In fact, he was most likely more than a match for Castle. So that left only one real option, something he hated to do.

"I surrender," Castle said as he sheathed his knife into his belt and put his hand in the air. Their was a brief moment of tension as the ragged-looking man studied him. _Most likely trying to see if I'm an enemy,_ Castle thought, _at least he's not stupid. _The man sheathed his sword and stepped forward, offering out his hand as he did so.

"I am called Strider," the man said with a gruff expression as Castle shook his hand.

"Frank Castle," Castle replied, "I-" he began, only to be cut off by a screech penetrating the night air. While Castle found the sound deeply disturbing, he noticed that Strider barely flinched, save to glance towards what looked like the ruins of a stone fortress. "What was-" Castle began.

"The hobbits!" Strider snapped as he broke into the underbrush, heading strait for the old fortress. Knowing he had nowhere else to go, Castle grabbed his stolen property and raced after the man. All the while wondering exactly what a hobbit was. He continued to chase the man, until he reached the base of the fort. Dismounting the horse, he sped up the path, several feet behind Strider, who was moving impossibly fast.

Castle ducked into a dark tunnel, coming out several seconds later, upon a scene that seemed to be right out of a movie. Five large creatures menaced the area, four of which carried swords. Glancing to the side, Castle noted the remains of a single sword, and a woman crouched low, showing obvious signs of pain. Castle stood in awe as he watched the man called Strider draw his keen blade and lash out out one of the beasts, driving them away from a prone child. With one hand, Strider grabbed hold of a burning torch and swung with wild precision. Within less than a minute, he had successfully driven the creatures off, and had moved to the child side. But Castle's eyes where diverted to the woman in pain. Beside her was an even more curious sight. A three and a half foot tall midget stood, pulling on the woman's shoulder, as he pointed towards the being he had assumed to be a child, but was a midget, who was writhing on the ground in pain.

"He's been stabbed by a Morgul blade," Strider said as he tossed aside a hilt. His eyes followed the discarded weapon, eventually being drawn to the woman. _Shit,_ was all he had time to think before she tackled him.

"_You!" _she shouted as she crossed the distance between them. Sh slammed her fist into his face, causing him to reel back, cutting off his attempt to counter her strike. She followed the strike up by planting her knees on his chest, and striking him twice more before Strider called out.

"We've got bigger problems!" Strider shouted, "this is beyond my skill to heal. He needs Elvish medicine," he continued as he hauled the midget over his shoulder and tore back down the path. Castle, the three other midgets and the mutant vigilante known as Shroud followed. They raced back down to the base of the fort, towards what Castle assumed was Strider's camp.

"We're six days from Rivendell!" the fattest of the small beings shouted as Strider rummaged through several bags, cursing to himself as he did so, "He'll never make it that far!" The fat midget continued.

"Sam," Strider said in the tone a commander uses when addressing troops, only loaded with worry "do you know the _Athelas_ plant?"

"Athelas?" the fat midget replied, "I-"

"Kingsfoil," Strider cut in impatiently as Castle moved to see if there was anything he could do. He'd been sure to take advanced first aid both during and after his police career. But he also knew without access to proper medical equipment, his ability to treat wounds was severely limited. "It may help to slow the poison," Strider finished before he ran off, most likely to look for the elusive plant. All Frank Castle was left with was the option of putting pressure on the wound, hoping to keep up the strange midget's internal pressure. All the while doing his best to avoid the wrathful gaze of the young vigilante.

Surprisingly, there was very little blood getting onto his hands. He pondered examining the wound more closely, but understood that in doing so, he might make things worse. The lack of blood could be attributed to the amount of force he was applying, after all. So all he could do was maintain that pressure. Something that was made difficult by the return of Strider, and a new body.

His new companion was definitely female. And definitely not human. A brief glance towards her head ad Castle was greeted with a pointed ear. Assuming that the other ear matched, she was an elf. Combined with the foreign language she was conversing in with Strider, his suspicions where confirmed.

"...been, looking for you for two days. There are five wraiths in the area. Where the other four are, I do not know," the elven woman said as she leaned in close to the midget. "He's fading fast. We must get him to my father." She continued as she brought her head up, "If I can get him across the river, the power of my people will protect him." Castle glanced upwards, towards Strider. He could tell that the man was conflicted with himself.

"Ride hard," Strider muttered softly. And with that, the elf woman mounted her horse and took off into the trees.

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Kurt had been in Caras Galadhon for a week now. And since he had not bathed or washed his clothes, he was beginning to stink. So, one morning he decided to sneak down to the nearest river, one which he saw the elves bathing in from time to time. He hoped that they would be okay with him doing the same.

The reason he decided that before dawn was the best time to bathe was due to his own lack of self-esteem. Even when he was among other mutants at the Xavier institute, he always enjoyed being alone while cleaning himself, as his fur had a nasty habit of coming off when he washed, and several students had made fun of him for that. Not to mention, he felt like his body paled in comparison to those of the elf males. Even if he weren't covered in blue fur, he knew he'd be ashamed.

He dipped his toe into the water, finding it to be surprisingly warm. Without a second thought, he stripped himself and waded into the water. He continued to wade, until he was chest-deep in the water, relaxing in it's calming aura.

"_Lle en sai n'ataya iire nin," _a crystalline voice said from behind him, causing him to jump slightly. "You look very strange when wet," Menel smiled as she waved her hands through the water. Kurt gulped slightly as he realized that like himself, she was completely naked. Which made him somewhat nervous.

"Menel..." he stuttered as he slowly tried to make his way to the shore, where his clothes where. "I didn't see you...I s-s-should go-"

"You don't need to leave," Menel smiled as she tilted her head slightly. "I am over two hundred years old, Kurt Wagner. I have seen many males naked. Some elf, some mortal, even a dwarf. You do not need to be ashamed." She finished as she waded closer to him, keeping her smile as she did so. He winced slightly as he felt her hand trace up and down his fur-covered chest. _Wow. Most guys, mutant or not, wouldn't be backing away. I-"_ his train of thought was cut off by a black arrow flying past his head, missing him by inches. He turned swiftly to see a group of ten black-skinned creatures on the river's bank. Four of them had crude bow-and-arrows, while the rest carried decrepit-looking weapons.

"Hold on," he whispered quickly to the she-elf as he grabbed her wrist. He focused his mind and winked the both of them out of existence, only to reappear on the opposite bank of the river, where his clothes where located. As he let go of her hand, he noticed Menel stumble slightly, no doubt out of disorientation. He slipped on his pants before leaning out from behind the tree, only for two more arrows to shoot past his head.

"We are trapped," Menel said as several more arrows flew past them.

"No," Kurt replied as he tensed his muscles, ready for a fight. He disappeared in a cloud of blue smoke, willing himself to re-materialize behind the attacking creatures. He was entirely successful, disarming one of the sword-wielders withing seconds by snapping it's neck and wrist. He snapped around, holding the crude weapon aloft, blocking a strike before teleporting behind the creatures again. He used their confusion to strike two more, before they regained their senses. He kicked out with one foot before vanishing again, hoping the tactic would keep working. It did, only not as well, he was only able to strike one creature down before being forced on the defensive.

This time, instead of teleporting, he leaped high into the air, and brought the weapon down on the skull of one of the black-skinned creatures. He landed with a roll, cutting the legs out from one of the creatures as he came up. He pulled a second sword out of the hand of one creature, and used it to kill it's former owner. Hot black blood sprayed everywhere as Kurt slashed out at a neck of an archer.

Something whizzed past his body, and he turned to see white swan feathers protruding from the chest of one of the creatures. Two more arrows slipped past him, hitting home on the last of the beings as Kurt dropped his weapons, cursing himself for taking a life once more. "Father, I have sinned against heaven and against you," he whispered as the troop of Galadhrim elves approached, praying for the souls he had slaughtered in cold blood.

"Are you injured?" Haldir asked as he put his hand on Kurt's shoulder.

"No," Kurt replied as he continued to look at the bodies of those he had slain. "Not on the body, at least. The soul-"

"These are mindless animals," Haldir cut in with confidence. "They prey off weakness, and would not hesitate to harm the defenceless. They do not deserve your pity, Kurt Wagner," the elf warrior continued as he placed a hand on Kurt's shoulder. "Now come. The lady of the wood requests your presence," Haldir said as he began to lead Kurt through the woods. They passed a myriad of trees as they walked, with Menel and the troop of Elves following them closely. Soon, Haldir led them into a grove that seemed to lack trees, in contrast to the rest of the forest. And in the centre of the grove, stood a white-robed figure Kurt vaguely remembered as Galadriel.

"Welcome," Galadriel smiled as she picked up a silver pitcher of water.

"Lady," Kurt replied as he bowed his head out of respect.

"You still wish for news of your friends," Galadriel said, more stating a fact than asking a question. "Do you not?"

"I do," Kurt replied as he brought his head back up. "Have-"

"They have not," Galadriel replied as she moved towards a stone basin, still holding the silver pitcher. "But I have received word from Elrond of Rivendell. He speaks of a man who calls himself Spider-man. Do you know of him?"

"I do," Kurt said, being vaguely familiar with Peter Parker's replacement, even though he had never met him. And of the X-men, Kurt knew he was one of the most accepting of the hero's succession. Iceman had taken some convincing, and Jean was as stubborn. But it was Kitty Pryde who was the most resistant, even going so far as refusing to use the name to refer to anyone other than Peter Parker. Which Kurt could understand, to a certain degree.

"Then," Galadriel replied, "You shall set out for Rivendell. I have taken the responsibility to arrange supplies. Food and transportation are ready. You shall-"

"My lady," Kurt said as he bowed his head again, "I am greatfull, but I am afraid that-"

"And I shall provide you with a guide," the golden lady cut in with a smile. "One whom you seem to be very familiar with."

"Haldir?" Kurt asked.

"No," the queen of Lothlorien replied, "he must remain. Orcs continue to raid our borders. The Galadhrim guard must remain intact. "Your guide shall be Menel, for she knows the land very well. And you shall leave in a few hours time. But," Galadriel said warmly as she poured the pitcher of water into the basin. "I have a parting gift for you. Will you look into the mirror?"

"What?" Kurt asked.

"Will you look into the mirror?" Galadriel repeated, "the mirror that can show many things. What is. What has been. And what could come to be?"

"I-" Kurt began as he forced down the lump in his throat. _I...I should. How many people get this opportunity? _"I will," he said firmly as he approached the stone basin. He leaned over the edge of the basin, and stared into the clear water. At first, nothing happened. All he could see was his reflection. But then, the water rippled, and the image displayed in the water melded with his mind.

_Jean grey stood before him, alone in a field of green grass. A field that was soon engulfed in fire and destruction. Creatures that could only be described as evil ran around, slaughtering men, women and children. His mind rippled, and he was now faced with a grand city of white stone, with grand towers. Then rocks fell from the sky, assaulting the city. More fire followed, causing Kurt's mind to reel as he flew through the city, seeing death again and again. _

_A blur engulfed his mind momentarily, before revealing it's face. It was Kitty Pryde. Her outfit was stained with black blood, as was the sword she held in her hand. He saw her fighting furiously against multiple enemies as a black shadow moved towards her. Wraith-like in stature, it menaced her, until a warrior in stained armour intercepted. A furious battle ensued, a sword clashed against the warrior's shield, cleaving it in two. The warrior struck back with vengeance, but the Wraith evaded the blow. And the image dissipated and replaced itself in a swirl of black. He saw a funeral pyre, with few bodies gathered around it, saying a silent prayer before disappearing. _

_Now, he could see the grounds of the old Xavier school. He saw his friends, Bobby Drake, Jubilee, Jimmy Hudson, all of them fighting back against a horde oof darkness. And they where not alone, they where joined by the Ultimates. But even with all that focused power, they seemed to be loosing horribly. One by one, they all fell to the ground, never to rise again. And soon, all was covered in a black shadow that raised it's hand, reaching towards Kurt's mind, forcing him to withdraw. _

"_You shall fall..." a black voice whispered. _

"I know what you saw," Galadriel said calmly as she approached him. "The shadow grows ever stronger by the hour. It is close now, close to attaining a power unlike anything that has been seen since the Valar formed arda ages past. It is your destiny, along with that of your allies, to oppose him with all your strength."

"I-" Kurt began to say, still shaken by what he had seen. How was he supposed to stop what he had seen in his mind? How could anyone stop it?

"Do not be troubled," Galadriel said as she put her hand on his shoulder. "For not all is lost yet. Hope remains. Now, I wish you and my daughter a safe journey, Kurt Wagner. Go now, and find your friends."

"How can you be sure we're enough?" Kurt asked, loosing hope as he spoke. "so much death."

"You are strong," Galadriel said as she put her hand on his shoulder, "and you will be joined by unexpected allies." For some reason, her words seemed to have an effect on his heart, raising his spirits.


	8. Khamul the Easterling

"How do we know we can trust the elf?" Samwise huffed as the five of them continued to break through the trees at an astonishing pace. The three hobbits where placed on the two horses, who where led by Kitty and Castle, while Strider lead them all. Merry and Pippin sat on the horse Frank Castle had brought with him, while Sam, and a good portion of their bags had been loaded onto Strider's horse.

"Because she's an Elf!" Pippin replied with a somewhat hearty chuckle. A chuckle that rang out in Kitty's mind, as it sounded all to familiar. "Sam, you've always wanted to meet one? Why the sudden distrust?"

"I'm just worried for Mr Frodo and all," Samwise replied as they skirted around a fallen, rotting tree. "How far are we from Rivendell?" Sam shouted forward, towards Strider, who had just stepped behind a boulder. They had been travelling for six and a half days since the elf had departed with Frodo, and Kitty could tell that the worry was getting to the rest of the Hobbits. And it was getting to her as well.

"Look," Frank Castle grunted as he pulled the reins beside her, "he looks like a man who knows what he's doing." He continued as he gave the horse a tight yank. "I don't know him, but something tells me he's trustworthy-"

"And yet he lets _you_ tag along," Kitty snapped angrily as she pulled ahead, almost matching Strider's pace as she came up alongside him. She had made several arguments to the man about abandoning Castle, claiming he was a danger to the Hobbits. But Strider had shot down each and every one of her staatements with calm demeanour. _'Our enemy has spies everywhere. He has seen him with us. To abandon him would be to kill him,' _was Strider's firm response, which in turn iinfuriated Kitty even more.She didn't quite understand what was keeping her with this motely crew at the moment. It certainly wasn't the company of Frank Castle. _Maybe it's the fact that I have nowhere else to go,_ she thought to herself as they continued to walk.

"You have met him before?" Strider asked as he vaulted over a boulder, and turned to face her. "That man. You speak to him like you know one another."

"Not well," Kitty said briskly as she shouldered the pack she was carrying.

"Then why do you speak to him like that, Miss?" Sam asked from where he sat on the horse. Kitty only gave a grunt in response. As before, she wasn't entirely comfortable with the idea of sharing her life's story with these strangers. "It's improper, it is," the hobbit finished.

"You really shouldn't talk about things," Kitty snapped as she yanked on the reins she was holding. "When you don't know what you're talking about." She finished as she guided the horse around a thorn bush. She didn't regret her words, not even when she saw the look on the hobbit's face. She simply ignored his expression, and simply continued to walk.

"You both speak like a man I met once," Strider said with a shrug.

"Really?" Kitty said, feinting interest in his words. She hoped that they would detract from the previous conversation to a certain degree. Luckily, they did, as Strider's words seemed to peak the fat hobbit's interests.

"What was he called?" the horse-riding hobbit enquired.

"Liante Edan," Strider replied with a slight shrug. "Somewhat odd man. He didn't like me asking to many questions about him. Much like yourself. And yet, he was a fierce fighter. He generally favoured the use of his sword, which he had named _dae cath."_

"What does that mean?" Sam asked as they finally broke through the treeline, only to be blocked by a river. Judging by it's depth, Kitty understood that it was safe to cross. This was confirmed when Strider stepped out into the water, even as he spoke.

"It's an elvish name," he said as Kitty followed him, pulling the horse as she did so. "In the common tongue, it means 'Shadow Cat.' Very odd naming choice, if you ask me. But he is a skilled fighter," Strider continued as Kitty mulled over the off-hand mention of her old alias. "I, and a unit of rangers were engaged with a pack of Orcs that were two hundred strong in number, in contrast to our thirty. We began to lose ground quickly, until he showed up, and sliced off the head of the pack leader."

"Really?" Merry asked as Castle came to a halt beside them, pulling thee horse with him. "Can you tell us more, Strider?"

"I would, Master Hobbit," Strider replied as Kitty entered the river, beside Strider. "But a story like that is ill-suited to the valley of Imladris. And that would be an insult to Mast Elrond, of Rivendell," Strider finished as they finished crossing the river. They skirted around a cluster of trees, only to come across one of the most beautiful sights Kitty Pryde had ever seen.

Steve wiped the sweat from his brow as he walked alongside the heavily armoured man, named Boromir. The two of them had been walking for almost a week since meeting, and Steve knew he would be completely lost without the man. Not to mention starving to death. And he'd have no intriguing conversations to engage in.

"I am not quite sure that I understand the idea, Steve," Boromir said as he poked at the fire with a stick, tending to it. "Metal horseless carriages? Not possible." Steve could only smile as he thought to himself, _it this what I was like? When I was first thawed out? _

"No, Boromir," Steve replied with a hearty grin as he dropped the bundle of wood to the ground. "They are entirely possible. I've seen them. I've ridden in them." The two of had made camp for the night. Since Boromir was the only one with anything resembling a fire-kit, he tended to the flames, while Steve gathered the wood needed to keep the fire going all night. As it turned out, the two of them had a lot in common. Boromir was the chief captain of the army of Gondor, and son of the steward. Very early on, Steve took him to be a man who lived by a simple code of honour. He had refused to kill a goose, simply because it had a flock of goose-lings behind it. _'A child should never be separated from it's mother,' _Boromir had said. And yet, later on the same day, he watched the man draw his sword and end the life of a wounded deer.

They had a lot of time to talk as they continued their journey. Boromir told Steve about his city's rich history. Steve responded to this by telling him as much as he could about American history. He told him about how it was founded. He told him about the land disputes between early settlers and the Native Americans, before skipping ahead to more recent history. He went into great detail with the second world war in particular. Which was lucky, since Boromir seemed interested in American military tactics.

"Your leaders where able to co-ordinate an offensive with that many troops?" Boromir asked one day as they passed underneath the shelter of trees. "Gondor could use men like them in these dark days."

"It can't be as bad as you make it out to be," Steve replied with a shrug. "War is awefull as it happens, but it must end, eventually."

"I see no end in sight," Boromir replied as he hung his head low. "I should be back with my people, defending them. There are others who could go to Rivendell. My brother volunteered, but my father refused him."

"Why?" Steve shrugged in response, "doesn't he think he can do-"

"No," Boromir replied. "In his eyes, my brother is a failure. He is not. While he may not be as skilled a warrior, there is no other I would entrust more in battle. He leads the ranger forces on Gondor's northwestern borders."

"Sounds like an important position," Steve half-grunted as he nearly fell into a small hole in the road.

"It is not," Boromir replied as his hand edged towards his sword-hilt. "And we are being watched. All around us," He said calmly as Steve readied his shield. He secretly hoped that whatever Boromir saw was a deer, or similar wild animal. But he was ready for anything.

Except for what came at him.

A large, black shape charged out of the bush, strait for him. The figure wore a long, black cloak, but Steve could see armour underneath it all. In it's hand, the creature bore a long sword, which it swung towards Steve's head. The blade fell in an arc, with the super-soldier only barely bringing his defences up in time. Thankfully, despite the power behind the strike, he was able to block the blow, only receiving a slight scratch on his forehead.

But the scratch served it's purpose, as blood began to drip down into his eyes, clouding his pristine vision. He stumbled backwards, only to trip over a rock and fall into the mud. He saw the black figure bring it's sword up once more. It swung, only to have a glowing blue blade cut underneath in a parrying motion. With inhuman strength, the blue-sword wielding figure forced the black sword away.

"_You fool..."_ the cloaked figure hissed as it lunged forward wit it's blade. _"No mortal can withstand the might of Khamûl!"_

"Bless you," the warrior, who Steve recognized as not being Boromir's. It was more like one from a fading memory, from years ago. "You really should see a doctor about that smell." The black figure only growled as Steve saw it swing it's sword again, only to be blocked deftly by a pale blue light. In the pitch blackness, Steve couldn't see anything, as he had dropped the torch he had been carrying into a puddle. The only light that remained was the glowing blue blade, and faint traces of moonlight that passed through the trees. He squinted, as his head began to pound. He watched as the blue sword clash again and again against that of the one who referred to himself as Khamûl. Dirt was kicked into the air as the two warriors clashed. Steve could hear the sounds of more battle coming from behind, and he twisted his head to look. Boromir was holding a torch in one hand, warding off attackers with the sword in his other.

Knowing what he had to do, Steve did his best to get to his feet, only to find his body was sluggish. It took great effort to move his arms and legs, but he did his absolute best. He was able to bring his shield around to block a strike from a gruesome-looking man. Steve lashed out with his free hand, striking the stomach of the strange creature, with great effort and only moderate payoff. The creature stumbled back, but only a little. His vision continued to blur as he sidestepped an arcing blow from the creature. But that effort cost him as well, forcing him to his knees. He rolled as an axe swung down, aiming for his head. He struggled to strike the creature with the rim of his shield. That effort proved to be the greatest one of all, as vision went completely dark.

Kurt spurred the graceful horse forward. He sat in a saddle, which had been packed with the necessities such as food and clothing, along with some herbs for medical attention. Across his back was a silver sword that The Lady Galadriel had given to him personally. _'For my daughter's life,'_ she had told him before kissing his forehead. He hadn't had much time to examine it, but he knew it was a mighty gift.

Beside him, Menel rode one a chestnut brown horse. Her hair flew freely down her back, billowing along with her robes as she rode forward, smiling as she did so. Her horse was burdened with bags as well, but they seemed to blend in naturally, evading his eye. Or perhaps he did not notice them because his attention was more on the rider than anything else.

"What where those things?" Kurt asked, attempting to strike up a conversation. More t drive out the images of her nude form than to break the silence. "On the river, this morning?"

"Orcs," Menel spat in response. "Foul creations of Sauron. According to lore, they where once elves, until they where twisted by his dark magic."

"I'm not sure I quite understand about magic," Kurt asked as he jostled the reins, "care to explain for me?" Menel smiled as she brought her horse closer.

"There are many forms of magic in Middle-Earth," she said warmly, "The most powerful of which is wielded by the Maiar, or the spirits of Iltuvar, chief of the valar. Their magic cannot be matched by any of Iltuvar's children."

"Iltu-" Kurt began, not understanding what she was saying one bit.

"Elves, men and dwarves," Menel cut in with a grin. "My own magic revolves around healing and strengthening." She explained as Kurt's horse spurred ahead by a fraction. "My mother is the greatest with elven magic. She has been teaching me much."


	9. Allies in Rivendell

"_Creoso a' Imladris, Estel. lle ier il rmed'ha,"_(Welcome to Imladris, Estel. It is good to see you unharmed.) A tall man with long, dark hair said as he, along with what looked like his twin, descended a grand staircase. But, as with the elven woman, a quick glance towards their ears revealed that the twins weren't human. Their unnatural and fluid grace was also a dead give-away.

"_Quel re, Elrohir ar' Elladan,"_(Good day, Elrohir and Elladan,) Strider replied with a simple bow of his head, before pulling the two into a brotherly hug. He pulled away before turning to the rest of them and continuing, _"Lotesse amin anna Meriadoc Brandybuck, Samwise Gamgee ar' Peregrin Took en' i' Shire. Ar' Frank Castle ar' Shroud, en' a ndor il neva tuulo' sinome."_(May I present Meriadoc Brandybuck, Samwise Gamgee and Peregrin Took of the Shire. And Frank Castle and Shroud, of a land not near here.) The two brothers smiled warmly bowing their heads as they did so.

"Come friends," the twins said in unison as they gestured towards the staircase with their hands. Kitty Pryde shrugged as she stepped forward, hoping to at least find somewhere halfways comfortable to sleep. _And looking around,_ she thought as she ascended the staircase, _It's probably going to be the best place I've slept in for the past year or two._

"Where's Frodo?" Sam asked one of the twins as he followed Kitty up the stairs. "Did he make it here? Can I see him?" Kitty listened with half a mind as Sam pestered the twins with a series of questions, most of which where answered curtly. She simply came to the top of the stair case and admired the full view. It was if someone had taken a postcard and made it into a reality.

On the far side of the valley there was a rushing waterfall, that fed into a beautiful sparkling lake. Mountains loomed all around, yet they didn't cast any foreboding shadow. Instead they offered a semblance of security and stability, as did the stone pillars of the city. She ran her hand across one of these pillars, finding that it was as smooth as glass to her touch.

"So you got sent here too, huh?" a voice said from behind, causing Kitty to whirl around to face the speaker. She immediately lost her smile as she saw that it was the Spider-man impersonator. Only, he was without his hero garb. Instead he was wearing the same clothes she had seen him in the night of the silent vigil. And since those where jeans and a leather jacket, she was still not impressed. "You meet up with any-"

"Punisher," she grunted as she continued to study him. From head to toe, she took it all in. She could see the inherent inability to remain still, so apart of her wondered if that was his spider-sense. Or if both of them happened to be very energetic. "Is here," she finished as she crossed her arms.

"Good," the imposter replied as he mimicked her stance. "Someone for you to hate for no reason even more than me." At this statement, Kitty clenched her hands into fists, seriously considering sending the little punk's head into a pillar. _Who does he think he is?_ She thought tersely as she spun around again, and walked away, before she did something she would regret. Walking at a brisk pace, she speed around corner after corner, until she nearly ran into someone.

"Oh my goodness!" the tiny being, who Kitty took to be one of the hobbits at first glance, said as he dropped the book he had been carrying. Quickly, Kitty moved to pick it up off the ground, even as the hobbit, who she now realized was much older than Frodo, Sam, Merry or Pippin, fussed around. "Oh my goodness! I am so very sorry, my lady! Very sorry indeed! I was not watching where I was going I-"

"It's fine," Kitty replied as she handed him the book he had dropped. She took note of the red leather binding, and intricate letters on the cover as the small hands removed it from her grasp. "I wasn't looking where I was going, either, sir." The older hobbit smiled up at her as he gingerly reached for her elbow.

"My dear," The old hobbit said with sincerity, "no one as fair as you should say that you are sorry." Most people would assume this was the right thing to say. But to Kitty Pryde, it served as only a reminder of a memory, one that came to her as clear as glass.

"_Whoops!" she had said as her foot caught on a branch, causing her to fall forward. Luckily, an arm reached out and stopped her progress. His arm, in fact._

"_Watch your step," Peter Parker had smiled as he helped her to her feet. They where in Central Park. Peter had just gotten out of school, and they where enjoying some alone time, away from the rest of the world. And she began to enjoy it even more as he planted a swift kiss on her cheek. "Though I don't mind it when a pretty girl falls for me."_

"_Shut up you," she had replied as she gave him a playful push back, which caused him to fall over mockingly. She was pulled down with him, and together, they rolled in the fall leaves, laughing and smiling as they did so. _

"Are you feeling ill?" the old hobbit asked, cutting the pleasant memory short, and forcing Kitty to return to the present. She blinked twice, not fully understanding what the hobbit had asked, or if he was even talking to her specifically. "You look unwell, Miss-"

"Mr Bilbo!" Sam's voice cut in from behind, as the round hobbit rushed past. He was accompanied by Merry and Pippin.. All three of the hobbits had discarded their bags, and seemed very excited to see the older hobbit, who Sam had called 'Mr Bilbo.' Kitty wondered if it was the same Bilbo Sam had mentioned that night on the tower of Amun Sul. Given the younger hobbit's revering combined with the book in his hand, she assumed he was. "When did you get here?"

"Samwise Gamgee," Mr Bilbo replied with a warm smile as he clasped his hand around the fat hobbit's shoulder. "It is good to see you again. And you, masters Merry and Pippin," he continued as he shook their hands.

"Mr Bilbo," Pippin piped up as he tugged at Kitty's arm. "Have you met Miss Shroud?" He asked as he glanced from the old hobbit too Kitty, then back again, smiling as he did so.

"Only just," Bilbo replied warmly as he motioned to a bench, and took a seat.

"She saved Mr Frodo, she did," Pippin said with a hint of excitement as he took a seat next to the old hobbit.

"She did!" Bilbo exclaimed as he looked at Kitty, "well then, you have my thanks, Miss Shroud. For saving my Nephew's life. You really must-"

"She fought off those nasty black riders," Pippin interrupted as he rapped his hands against the stone bench, reminding Kitty of a child sitting on the lap of a mall Santa. As did his expression.

"Don't go changing the story, Pip," Merry chimed in as he sat on Bilbo's other side. "That was Strider who did that," he continued as Sam looked around nervously. "She barely took on one!"

"Well hey now," Kitty said mockingly, "how many did you handle?"

"I...well," Merry began, as he stuttered, and Pippin smiled as Sam finally spoke.

"Mr Bilbo, have you seen Mr Frodo?" Sam asked, with a worried tone of voice.

* * *

"Good," Miles snorted as he continued to gaze at the brunette mutant. "Someone else for you to hate for no reason more than me." _What did I ever do to her?_ He wondered as he watched her walk away in a huff, leaving Miles to his own devices and thoughts. Aside from her apparent loathing of him, he had no issue with her. It seemed it was the other way around only, and it was something he was determined to solve. _It's not like I'm one of those humanity-first_ _nuts,_ he thought silently as he slipped back between pillars. _I've never made any sort of Anti-mutant comment, _he continued as he passed by the twins Elves and towards the main courtyard. A small group of elves where gathered around a table, enjoying a quiet meal, and Miles joined them, relishing in the merriment of the moment.

Miles noted the fact that the elves quickly switched to English once they noticed him, and he was great-full for that. He had been spending his free time learning as much as he could in their language, but he was still in the very early stages. He barely grasped the basic grammar skills, let alone intricate poems and stories like they where sharing.

"Care to share a tale, Master Morales?" an elf with black hair asked as he patted Miles on the shoulder. It had gotten a little bit odd for them to keep calling him 'Edan en' Liante,' so he eventually told them his real name, figuring that it was extremely unlikely that they could tell anyone in New York. After all, he had threatened to beat them senseless if they did.

"Umm..." He muttered, as he searched for an appropriate story to tell. One that he could properly convey with words, and could recall completely. Which narrowed the story list down considerably.

"Come!" another elf piped up, "tell us a tale of your predecessor! The one you revere so much!"

"Ummm..." Miles muttered, unsure of himself. He had never actually met Peter Parker, only some of his close friends and family. And as such, most of the stories he knew where diluted by being second-hand at best. "I'll...I'll try..." he said with slightly more confidence. "I...I wasn't there personally, but I heard this one from...any ways...It was the middle of the day, in the centre of the city. There was a very dangerous man running around, hurting people. He was wearing very strong armour, and it seemed that no one could hurt him-"

"Was there no weakness?" an elf asked from across the table. "Why would the guards simply not use a longbow?"

"They...they didn't have any," Miles replied, not wanting to explain the concept of firearms, as that could take hours. "Anyway...Peter Parker arrived on the scene, and stood between the armoured man and some people, who would have been hurt otherwise. He engaged the man in unarmed combat, swiftly defeating him by removing his-" Miles was interrupted by a rush of sound, as a small crowd rushed past. The most notable of the group was the blue-furred mutant Miles remembered being there on the night everything had happened. Next to him was a female elf with long, golden hair, who was muttering to herself.

In the centre of the group was a man with thick steel armour, with another man over his shoulder. The second man was completely out cold, but Miles immediately knew who he was, form the shield that was currently in the hands of one of the elf twins, who was also shouting in elvish.

"_Atar! Estel! Mithrandir!"_(Father! Estel! (literally 'hope') Mithrandir!) Elladan shouted as they rushed past, and Miles got to his feet, running after them. _"A edan engwar yassen i' mor suula, ro ened tua!"_(A man ill with the black breath, he needs help!) The elf continued as Miles saw the elf lord Elrond rush down a series of steps, accompanied by a man with a long grey beard, and another, with shorter black scruff. But Miles paid them little attention, instead focusing on the unconscious Captain America, who was promptly laid down on a table.

"_Sut an ro ve' sina?"_(How long has he been this way?) the man with the shorter black beard asked as he ran his hands over Captain America.

"_Lye nd'fi ho sina men atta re wanwie,"_(We found him like this two days ago,) the golden-haired elf replied as she ceased her muttering. _"Ro yassen Boromir iire ru'th," _she continued as she moved to be at the black-bearded man's side.

"Are you sure it is the black breath?" the black-bearded man asked the man with the heavy armour, who grunted. "You saw one of the Nazgûl for certain?"

"I didn't," the man who Miles assumed was 'Boromir' replied with a shrug. "It was dark, and the two of us where attacked at our camp. I engaged five orcs who flanked our south, while Steve covered the north side of the camp. Before I knew it, I heard a terrible scream, and saw Steve on the ground. A man with a bright blue sword was fighting an unseen enemy, and drove him off. He was the one who told me it was the black breath."

"What was his name?" the black-bearded man snapped, "what did he look like?"

"I did not see his face," Boromir replied, "he wore a helmet. But he said that his name was Liante Edan. And that here was the best place for him."

"What happened to him?" Miles asked impatiently, simultaneously earning the attention of the blue-furred mutant. Miles bore to much reverence for the Captain to just sit by without answers. And he knew a lot of people would be in the same position as him. So he remained where he was.

"He's suffering from a Nazgûl attack," the man with a the grey long beard said.

"Yes," the black-bearded man said as he looked up, at the twins, "I need the Atheleas plant now!"

* * *

Kurt Wagner sat down, in order for him to be able to catch his breath. He and Menel had ridden from Caras Galadhon over the past week, only to come across two lost travellers, one of whom was both Captain America and extremely sick. Menel had insisted that they not sleep until they get the injured Captain to Rivendell, and until now, Kurt didn't understand why. The expressions on everybody's faces told him just how serious the injury was.

But now the patriot's health was out of his hands, and into those who where more capable. Now, he was given the opportunity to gather his surroundings, including the young man standing on the other side of the path, who was wearing jeans and a black jacket. Obviously, Kurt knew he was no elf. He recognized him from the night of the service, right before he had been transported into Middle-Earth.

"You," Kurt said as he snapped his fingers, signalling towards the young man. "You where there, weren't you?"

"I was," the man replied with an inclination of his head. "And you are?"

"Kurt Wagner," Kurt replied. Unlike most vigilantes, Kurt used his real name freely. It rarely changed people's perception of him. "But you may know me as the Nightcrawler."

"You're-" the young man began to say.

"A wanted terrorist?" Kurt smiled in return, "I am. And I'm one of the X-men...or I was, anyway. Is anyo-"

"Besides you, me and the Captain?" the young man said with a shrug. "That Shroud girl's here, still sulking and snapping at anyone who speaks. And apparently the Punisher is here as well," he finished as Kurt leaped to his feet.

"Then I have somewhere to be," Kurt replied as he turned down the stone path. He ascended a series of stairs before taking a sharp left. He knew to look for the most secluded spot, as that's where he knew Kitty would be. _She's been anti-social,_ he thought as he turned right, _ever since, well...the last four years she's gotten worse by the day. _He thought as he rounded another corner, one that led to a dead end. Luckily, he was right about the secluded spot. "Kitty?" he said, tentatively.

"Nightcrawler," she replied coldly as she turned to face him. A subtle movement of her hands told him she was hiding something, and he knew what. He remembered the day she had come home from a date with Peter Parker, with a new necklace dangling around her neck. A year later, Bobby Drake had offered to take it to a pawn shop after Peter Parker had died, and earned a broken jaw in return. "Is Jean-"

"No," Kurt replied as he moved closer, but still kept some distance between them. "I thought she'd be here as well. But, this is a big continent," he said, doing his best to remain confident and cheerful. But the latter didn't do him any good, so he asked, "did you have any trouble getting here?"

"A little," she whispered softly.

"'A little?'" Kurt quipped, "what do you mean by 'a little?' I was ambushed by a pack of uglies with swords, how about you?" She didn't answer him. But that had more to do with the arrival of a man with a grey beard.

"Come," the man said as he beckoned to the two of them, "Lord Elrond has requested your presence. And the presence of your allies, in his private study."

* * *

"Welcome, strangers," Lord Elrond said with warm grace as Castle entered the book-lined room. He to his left stood the elf lord, along with the grey bearded man. To his right stood the blue-furred mutant and the new Spider-man. Away in the farthest corner stood Shroud, who was persistently glaring at him. Not that her wrath was undeserved. "It seems fate has forced you here," the elf said as he folded his arms across his chest, "and at a most peculiar time."

"Define 'peculiar?" the new Spider-man said briskly. "'cause all this seems pretty weird to me."

"You are quite right," the grey bearded man replied as he took a step forward. "It seems odd to me that such beings should be summoned to Middle-Earth when the world is out of balance. I-"

"'Out of balance?'" the furred mutant quipped, "what is this, a George Lucas film?"

"What has happened," Elrond cut in as he put his hands down on the table, "is unprecedented, save for one case. Now, I promise you the same thing I promised Liante Edan," The elf continued as he inhaled. "I shall put my mind to finding you a way home. But for now, there is no way that I can foresee."

"So we're stuck here?" Castle grunted, "great."

"In a fashion," the man with the grey beard replied, "yes. But not here specifically," he finished, before casting a glance towards Elrond, who nodded his head before speaking.

"The enemy is no doubt aware of your presence in Middle-Earth," Elrond said, loosing the warm tone and replacing it with a grave one. And the bearded man's expression matched his. "Word will have reached his land of the battle over Amun Sul. One who can defeat a black rider," Elrond said as he indicated towards Shroud. "Is sure to attract his notice. And from what Lord Boromir has told me, the injured man has encountered Saruman."

"And that means...?" the new Spider-man asked.

"The last newcomer to Middle-Earth," the bearded man cut in, with a deep fire in his voice. "Cut down a pack of one-hundred orcs almost single-handedly in a single night. Sauron knows that you may be powerful allies. Allies that could turn the tides of the war in any way you see fit."

"Tomorrow," Elrond said, with even more gravity in his voice than before, "a council will be held. I wish that all of you would join it. Your outside perspective would be useful, I think."


	10. The Council of Elrond

"_Bucky...?" _Steve whispered as a body covered in armour moved in front of him. The super-soldier knew something was off. He just couldn't tell what it was yet.

"_Cap," _Bucky said as he removed his mask, revealing the soldier who had fought by his side for most of the war. _"Cap, listen to me. You've got the Black Breath. The Nazgûl gave that to you. Just...just stay with me, okay, Cap?"_

"_Bucky?" _Steve whispered as he reached upwards, towards his dead friend. _"You...you're...you're dead...Bucky..."_ He continued as the body of Colonel Chester Phillips moved to Bucky's side.

"_What's wrong with him?"_ Phillips asked as Steve felt something press down on his shoulder. _"you, what-"_

"_Khamûl's magic,"_ Bucky replied as he reached for his bag. _"Damn, no Atheleas...shit. I don't suppose you've got a supply of Kingsfoil?"_

"_No," _Phillips replied with a haughty tone. _"There may be more, we should-"_

"_He needs medicine," _Bucky hastily interrupted, _"You need to get him to Lord Elrond, in Rivendell. He'll know what to do. I-"_

"_He'll never make it on foot!"_ Phillips said as he grabbed Bucky's shoulder, _"and I don't have a horse."_

"_Take mine,"_ Bucky replied as he got to his feet and drew what looked like a sword, only it glowed bright blue. Steve found his eyes transfixing on it as it sliced through the air. _"Get him to Rivendell. I'll lead them away, and meet you there in a few day's time."_

"_Bucky..."_ Steve muttered as his vision faded to nothingness.

* * *

"BUCKY!" Steve shouted as he shot upwards from where he had been lying. He found himself in a ornate bed made of marble stone. Around him where several shelves filled with books and plants. Leaves littered the floor, as they had blown in from the entrance-way. Slowly, Steve got to his feet and reached for his shield, which was propped up against the side of the bed. He hefted it, readying himself for a confrontation as he neared the entrance.

Only to have two children run past him.

That both puzzled him and relieved him. He knew that he wasn't in an enemy prison camp, as there would be no children. So he relaxed his muscles slightly as he stepped out into the light. He found himself greeted by the sight of a waterfall at early sundown. He was surrounded by stone architecture that matched the style of the bed he had been lying on. He moved closer to examine the artwork engraved on the nearest pillar when a voice called out to him from behind.

"Captain!" Boromir called out as Steve turned, coming face to face with the soldier. He felt himself being pulled into a tight embrace. "I feared you dead! This brings me great joy!" The captain of Gondor finished as he broke the embrace and clasped his hands on Steve's shoulder. "Come!" he said as he began to lead him away, "it is time to eat, and I fear the halflings may not spare us much food."

"Halflings?" Steve replied, not fully understanding the Gondorian's words.

"Hobbits," Boromir said as he continued to lead Steve along the stone path. "Is what they prefer to be called," he said as they turned to the left. In the distance, Steve began to hear the sounds of laughter and music. The sounds grew louder and louder as a light grew in Steve's eyes. He turned a corner with Boromir, and came face-to-face with a gathered company. There where fifteen, in total, not including Steve and Boromir. Five of the creatures Steve assumed where 'Hobbits' sat on one end of the table. Across from them sat three rather fat individuals, who Steve guessed might be Dwarves. And sitting beside them was the blue-furred mutant Steve vaguely remembered as being a member of the X-men. He was currently deep in conversation with a woman, who had long blonde hair. Two others with similar faces sat on her other side. In one of the corners sat an older man with a long, grey beard, smoking a pipe. And in the other corner, a set of twins with black hair sat. And all present where listening to the oldest hobbit, who seemed to be telling a story.

_Roads go ever ever on, _

_Over rock and under tree, _

_By caves where never sun has shone, _

_By streams that never find the sea; _

_Over snow by winter sown, _

_And through the merry flowers of June, _

_Over grass and over stone, _

_And under mountains in the moon!_

"An excellent rendition as always," the dwarf with the whites beard said as he, along with the rest of the company clapped their hands together. "Though that does not come as a surprise, Master Burglar. As it is you telling it!"

"Gloin!" the oldest Hobbit replied with a hearty laugh, "you lie! You braggart, you lie to a poor old hobbit!"

"Poor, Bah!" the old dwarf chirped as he leaned back in his seat. "One-fourteenth of the wealth of Erebor is yours! And you call yourself poor! Why, Lord Elrond is poor compared to you, Bilbo Baggins! Hah!"

"I forfeited that claim," 'Bilbo' replied with a hearty laugh, before his eyes fell on Steve and Boromir. "And ho! The fallen warrior awakes! Come, sit!" The hobbit said as he indicated towards an empty space beside him, "Boromir speaks highly of you."

"You what?" Steve said as he turned to face the warrior-captain, who simply smiled. "What did you tell them, Boromir?"

"What you told me!" Boromir replied with a grin as he sat down, and Steve followed his example. "I told them what you told me of the battle of Normandy. How you and your allies took miles of ground in a single day!"

"Yes!" a younger hobbit with blondish hair piped up. "Not that your stories are old, Mr Bilbo, but-"

"I understand, Master Took," Bilbo smiled as he clapped his hands together, "a storyteller must always be on the look-about for new tales to tell!"The old hobbit continued as he leaned in closer, preparing to listen to Steve's words.

"Boromir," Steve quipped as his heart began to race somewhat. He loved to read poetry in his spare time, and he had written the occasional verse. But he had never spoken them out loud, "I'm going to kill you." Steve said as he racked his mind for something to say, eventually coming across something he had written some time ago that was as clear as day to him. He silently prayed that it would be good, as good as the man it was about.

_The sky night was black as could be._

_With a crack of thunder,_

_The forces of Evil, came to be._

_With vile intent, they crept from under,_

_As if to kill the threat of me._

_A great man, he was,_

_A man of power, of truth,_

_A man who carries guilt, he does._

_A man of principal,_

_very great man, he was._

_Like an arrow, it flew._

_For it's target had to pay,_

_But out of the shadows blew,_

_the man, who pushed me out of the way,_

_and then was when the bridge blew._

_A great man, he was,_

_A man of power, of truth,_

_A man who carries guilt, he does._

_A man of principal,_

_very great man, he was._

_Wounded, in need of repair, _

_the man looked to the skies,_

_and what he saw made him despair._

_His enemies heading, gathered by lies,_

_to his home, saw his eye pair._

_A great man, he was,_

_A man of power, of truth,_

_A man who carries guilt, he does._

_A man of principal,_

_very great man, he was._

_And at his home, he fought them._

_Fire and Ice at his side._

_Kraven, the one with a fur hem,_

_And the goblin, with a thick hide,_

_And more, gathered to finish him. _

_Into the night, the battle,_

_raged. It was very dire._

_As people watched on like cattle,_

_as from the goblin's hands, poured fire._

_Until, alone the hero stood, ready to tackle. _

_Far-reaching was their final fight, _

_powerful strikes they traded,_

_Into the dark of the night._

_And as the goblin's eyes faded,_

_the man knew, he had done right._

_Calmly into death's arms, he waded. _

_A great man, he was,_

_A man of power, of truth,_

_A man who carries guilt, he does._

_A man of principal,_

_very great man, he was._

"It's not very good," Steve said as he hung his head in shame. "I know, I know but I-"

"Not good?" The blonde-haired woman sitting next to the X-man said as a curious expression crossed her face. "Then by your words, Mr Bilbo is a horrible storyteller, which he is not to me!" She said as she nodded, as did many of the others.

"I might just take that one for my own," Bilbo said as he clapped his hands together in admiration. Steve felt his cheeks begin to blush even more at this. "I just might, oh Master America! With your permission, of course!"

"Where has this man been?" Boromir exclaimed as he raised his goblet into the air. "For he would have made my journey much more enjoyable indeed! You must tell us more tales of this man!"

"There-" Steve began, hoping to avoid having to force out more poetry from his mind.

"Oh there must be more!" one of the twins in the corner exclaimed, "there must be! Tell us more of this man!"

"More would be wonderful," the blue-furred X-man said as he got to his feet. "But perhaps another time," he continued as he nodded in Steve's direction. "And for a different company, perhaps," he said as he indicated past Steve's shoulder. He turned, to see a eighteenth body, sitting in mild seclusion. That is, before she got to her feet and began to walk away briskly. With a sigh, Steve pushed himself to his feet and followed her into the fading light. He wound around a series of corners before hitting a dead end. Luckily she hadn't used her powers, and was instead sitting against the wall.

"I didn't mean to-" he began, knowing quite well that he may have overstepped a boundary.

"That was...nice," she replied as she lifted her head, gazing up at him. "I think he would have liked that, Captain."

* * *

"Strangers from distant lands," Lord Elrond said gracefully to the assembled beings. Most of whom Kurt didn't know one bit. Aside from Kitty, Captain America, Frank Castle, Spider-man and Elrond himself, he recognized only scarce names. There was the hobbit, who was called Frodo. And to his left was Gandalf, who was supposedly a wizard. Three dwarves sat in a row, their names being Gloin, Gimli and Oin. Then there was the black-bearded man who Kurt had been told possessed many names, the most frequent one Menel had referred to him as was Estel. Then came The Captain and the Punisher, followed by a trio of Elves. And a quartet of men, who seemed to all follow the largest of them with reverence. "Friends of old," Elrond continued as his gaze travelled around the council, "You have been summoned here to answer the threat of Mordor. Middle-Earth stands upon the brink of destruction. _None_ can escape it. You will _unite_ or you will fall. Each race is bound to this fate, this one doom."

"Well that's not over-dramatic at all," The new Spider-man whispered into Kurt's ear, forcing him to stifle a laugh as Elrond continued.

"Bring forth the ring, Frodo," Elrond said as he gave a small, respectful bow. A stone formed in Kurt's stomach as the pint-sized man stepped forward. It was as if a blanked of silence and uncertainty had fallen on all those present, as every eye became transfixed on the tiny gold band that the hobbit placed on the stone table. Kurt felt his heart begin to race slightly as he stared into the smooth metal, almost as if it was calling to him. A thousand whispers echoed in his mind as he leaned forward, wondering what the metal would feel like in his hand.

"In a dream," a man, who Kurt remembered as being called Boromir, said as he got to his feet. "I saw the eastern sky grow dark," he continued as his eyes trailed around the council. "But in the west, a pale light lingered," Boromir said as he edged closer to the stone table. Kurt watched as the man's hand began to twitch as he approached the table. "A voice was crying, 'Doom is near at hand. Isildur's bane is found.'" Boromir said as he stretched out his hand. Kurt nearly leaped out of his seat, ready to take the ring from Boromir's reach. In his heart, he knew that man shouldn't be allowed to have it. It should go to someone who appreciates it. "Isildur's bane..." Boromir whispered as his fingers came within inches of the metal band.

_**"Ash Nazg durbatulûk, ash Nazg**__**gimbatul, ash Nazg thrakatulûk agh burzum-ishi krimpatul"**_(One Ring to rule them all, One Ring to find them, One Ring to bring them all and in the darkness bind them.) The wizard, Gandalf shouted in a terrible voice as he got to his feet. His words broke Kurt out of the trance he had been in, tearing his eyes away from the ring and towards the imposing wizard. Kurt watched as the grey-bearded man grew in stature, towering over all present as dark clouds gathered over his head. But as soon as the darkness had sprung forth, it dissipated, albeit with the echo of omnipotent laughter.

"Never before has any voice uttered the words of that tongue here in Imladris," Elrond said as he clutched his seat tightly, as if he had been shaken to the core, much like Kurt had been. And looking around, he noted that everyone bore the same expression on their face, including Gandalf.

"I do not ask for forgiveness, Lord Elrond," Gandalf said with a raspy voice as he resumed his seat. "For the black speech of Mordor may yet be heard in every corner of the west. The ring is altogether evil!" The Wizard finished as he let out a defeated sigh. Obviously speaking those words had taken something out of him.

"It is a gift!" Boromir said, redoubling the strength in his words, as if to match the laughter's malice with courage. "A gift to the foes of Mordor! Why not use this ring? M-"

"Didn't you just here him?" the new Spider-man snapped as he stepped forward. "Use that, and everybody dies!" the young man continued as he got into Boromir's face. Or as much as he could, given that Boromir was about a foot taller than him.

"Has the hospitality of the Elves degraded so?" Boromir spat bitterly as he gave the young man a aggressive push back. "This is a war, _boy._ And it shall be fought by men, not children. And not children from other lands! How do we know this child can be trusted?" the large man continued as he pushed past the young hero and approached Kurt. "For as much as I know, he, and the demon, could be in league with Sauron! He could be the predecessor the boy speaks of!" Though Kurt was only slightly ticked off by the man's name-calling, he still got to his feet. Only, instead of attacking, he whirled around and blocked the path that Kitty Pryde was on. He grabbed her by the shoulders before she could alter her density and phase through him, to get to Boromir.

"You wanna say that _again_?" Kitty bellowed aggressively as she tried to brush Kurt away.

"Boromir," Captain America snapped, "we are no spies."

"I trust your words, Captain," Boromir said as Kitty continued to struggle. "But not those of a boy, or one who dresses like a servant of the enemy! She could have you in her thralls! She could want it for herself!"

"What use would they have for the ring?" the man with the black beard, said firmly. "They cannot wield it! None of us can!" The man continued with confidence, "the one ring answers to Sauron alone. It has no other master."

"And what," Boromir snapped as he turned to face the man. "Would a mere ranger know of this matter?"

"This is no _mere_ Ranger!" A blonde-haired elf said as he shot to his feet. "He is Aragorn, son of Arathorn. You owe him your allegiance." Everyone present seemed to gasp as if some great secret had been revealed. The three dwarves whispered to one another, and Elrond and Gandalf exchanged quick glances.

"Aragorn?" Boromir said in a surprised tone, "_this_ is Isildur's heir?"

"An heir to the throne of Gondor," the elf quipped.

"_Hama ndu, Legolas,"_(Sit down, Legolas) Aragorn said softly as he motioned with his hand, motioning for the elf to take a seat.

"Gondor has no King," Boromir hissed as he took his seat, never taking his eyes away from Aragorn as he did so. "Gondor needs no king," he finished, almost as an insult.

"Aragorn is right," Gandalf cut in as Legolas resumed his seat, as did Kurt and Kitty. "We cannot use it." A murmur of agreement echoed throughout the council, as most agreed with his words.

"You have only one choice," Elrond said as he leaned forward in his seat. "The ring must be destroyed. A brief moment of silence fell over everyone, as the situation grasped them. Interrupted only by one of the Dwarves getting to his feet and grabbing his axe.

"What're we waiting for?" the dwarf, Gimli, snapped as he took several steps forward and swung his axe down on the ring. A loud clatter of metal rang out, and the axe shattered into several pieces as the dwarf fell back. Out of the corner of his eye, Kurt say Frodo flinch when the axe struck the ring.

"The ring cannot be destroyed, Gimli, son of Gloin. Not by any craft we here possess," Elrond said gravely. "The ring was made in the fiery depths of Mount Doom. Only there can it be unmade. It must be taken deep into Mordor, and into the fiery chasm from whence it came! One of you," Elrond continued with a sigh, "must do this."

"One does not simply walk into Mordor," Boromir whispered as he covered his eyes. "It's black gates are guarded by not just orcs," he sighed before continuing, "there is evil there, that does not sleep. And the great eye is ever watchful. It is a barren wasteland. Riddled with fire and ash. It is folly, not with ten thousand men could you do this."

"Have you heard nothing Lord Elrond just said?" Legolas snapped as he once more got to his feet in anger. "The ring _must_ be destroyed!"

"And I suppose you think you're the one to do it?!" Gimli shouted as he rose from his seat, as if he was challenging the elf's words. As far as Kurt could tell, there was some terse pre-existing tension between the two, and it threatened to throw the entire council into chaos.

"And if we fail," Boromir shouted in a commanding tone as he too rose from his seat. "What happens when Sauron takes _back _his prize?" Before Kurt could do anything, Kitty got to her feet, to challenge the man with words once more.

"Like you'd be any better?" She snapped bitterly, "I've met _plenty_ of people like you in my life. You're all the same. You-"More shouting followed as the entire council got too it's feet, and individual members began to shout at one another. Kurt quickly found himself embroiled in an argument with the oldest dwarf and an elf, until-

"I will take it!" a small voice called out, "I will take the ring to Mordor." Those words caused everyone to pause in their tracks and stare at the small hobbit, who at that time seemed to be bigger than all of them. "Though," he continued in a smaller tone, "I do not know the way."

"I will help you bear this burden, Frodo Baggins," Gandalf said firmly as he touched Frodo on the shoulder. "So long as it is yours to bear," he finished as he stood behind the hobbit, and Aragorn stepped forward and dropped down to one knee.

"If by my life, or death I can protect you, I will," Aragorn said as he stared the hobbit down. "You have my sword."

"And my bow," Legolas added in as he stepped forward, as Kurt exchanged a glance with his fellow X-man, who nodded in return. As did the new Spider-man, Captain America and the Punisher. Kurt's stomach lurched slightly as the Dwarf pledged his allegiance to Frodo. As soon as he was done, Kitty stepped in.

"I'm going," she said firmly, as if daring anyone to say otherwise.

"Count me in," Kurt quipped as he stepped beside her.

"Three," Captain America said.

"Four," Spider-man added in.

"I've got sins to repay," the Punisher said briskly, "this might be a good start."

"You carry the fate of us all, little one," Boromir whispered as he took a step forward. "If this is indeed the will of the council, then Gondor will see it done."

"Hey!" a voice shouted from behind a bush, before Kurt could turn, a small, fat hobbit rushed out and said, "Mr Frodo's not going anywhere without me."

"No," Elrond smiled, "as it is impossible to separate you two. Even when he is summoned to a secret meeting and you are not," the elf lord smirked.

"We're coming too!" a pair of Hobbits shouted as tey ran into the centre of the council. "you'd need to send us home tied up in a sack to try and stop us," one finished.

"Anyway," the other hobbit said, "you need people of intelligence on this sort of mission. Quest. Thing."

"We're doomed," Kurt heard someone, most likely Spider-man, whisper.

"Fourteen companions," Elrond smiled as he clasped his hands together. "A lucky number indeed. Very well," He continued as he bowed his head, "You shall be the Fellowship of the Ring."

_**A/N: Well, the fellowship has now been formed! All that's left is to go destroy the ring!**_

_**And, if you're wondering, Steve's ballad is completely original.**_

**_And as Always, Concrit reviews are welcomed!_**


	11. The Ring goes South

She sat on a stone bench in silence, even as the others moved about in a blind attempt to make sure they had everything they needed. Certainly, living on the road for the past four years had given her an advantage in that area, as only Aragorn had been ready before her. Now she watched the ranger help Sam re-arrange his bags on Bill the pony's saddle, so that the weight was better distributed. Merry and Pippin seemed to be of more help than expected, as they where already excellent, albeit slow packers.

But it was Frodo that drew most of her attention. He seemed to be slightly distant from the others, only engaging in conversations when someone else initiated them. She had begun to wonder if perhaps they should take turns wearing the ring, until Gandalf had shot that idea out of the air.

"The ring will corrupt oneself entirely," he told her, "Imagine what would happen if it fell into the hands of one with power? Such as myself, our yourself?" She had to agree with him on that, and was silently thankful that the likes of Magneto hadn't been pulled through into Middle-Earth, as people would be powerless to stop him. Even people like Gandalf, who claimed to be magicians, would serve as only an annoyance.

"Are you sure that-" she heard Kurt whisper from off to the side, and she cracked a smile. Kurt had been somewhat unlucky in matters of love back home. It seemed ironic that he would find someone here.

"I must return to Caras Galahad," Menel replied as she planted a soft kiss on Kurt's cheek. "But we will see one another, I think." she said before breaking off, leaving the former X-man hanging, as Pippin came to Kitty's side. The hobbit bore an excited smile that confused her, given that she assumed that their mission would be filled with pain and death.

"Good afternoon, Miss," Pippin smiled warmly as he sat next to her. "All ready for the quest? Got everything you need?" He continued as he nudged himself closer to her side, "I'm all ready to go. So if you-"

"I'm good," she replied as she gave him a tiny, playful push, so that he fell over the backless bench as Gandalf and Elrond approached, speaking in hushed whispers as they did so. And from the glances they kept stealing towards Frodo, she knew the object of their private discussion. And from the nod that Captain America gave her from across the courtyard, he knew what they where talking about as well.

"This is my last word. The Ring-bearer is setting out on the Quest of Mount Doom. On him alone is any charge laid; neither to cast away the Ring, nor deliver it to any servant of the Enemy nor indeed to let any handle it, save member of the Company and the Council, and only then in gravest need," Elrond said in the same grave tone he had used during the council. As he spoke, the gathered company stopped in their tracks to listen to his words. "The others go with him as free companions, to help him on his way. You may tarry, or come back, or turn aside into other paths, as chance allows. The further you go, the less easy will it be to withdraw; yet no oath or bond is laid on you to go further than you will. For you do not yet know the strength of your hearts, and you cannot foresee what each may meet upon the road." Kitty looked around, noting the expressions on everybody's faces. Each spoke of grim determination and resolve. Kinda like his, she thought as she got to her feet and slung her bag over her shoulder as she thought of Peter, and how he had always done his absolute best to do the right thing in the end.

"The Fellowship awaits the ring-bearer," Gandalf smiled, as Frodo approached. The entire company gathered around the two of them and moved forward, past the entrance to Rivendel as one solid mass. They passed into the wilderness, forming into a double-file line. Kitty found herself next to Captain America as they walked through the immense trees. They continued in this manner for several days, stopping only to sleep and eat.

"How're you holding up?" he asked as he adjusted his bag. "I'm sure being in the same company as Castle isn't easy f-" he continued, only to be interrupted by Boromir, who pushed himself in-between them.

"Over there, Captain," Boromir said as he forcefully pushed Kitty out of his way and pointed to the side. "That was was where we where attacked by the Nazgul," he said as Kitty fell back into line, this time beside Merry and Pippin. "It looks as thought there was an even ore mighty battle than thought," Boromir finished with a gleeful expression, further cementing Kitty's growing dislike of the man.

"Not scared of the Nazgul are you, Shroud?" Pippin piped up in a joyful tone as he trod along beside her. "I'll protect you from those feinds!"

"Didn't you fall over?" she replied heartily as she recalled the incident on Amun Sul. "And drop your butter-knife?" As soon as she said this, the little hobbit's face turned slightly sour.

* * *

"Why doesn't she like you?" Steve Rogers perked his head up to see the youngest of the hobbits speaking with Frank Castle. The Punisher in turn, looked slightly uncomfortable with the topic. Something Steve could understand fully, so he decided to step in.

They had stopped for a meal on a cropping of rock that lead towards a range of mountains. Sam was already tending to a fire, while Frodo and Gandalf where embroiled in a conversation. Legolas was keeping a watchful eye on the surrounding terrain, while Gimli simply lumbered about. As usual, Shroud was off by herself, as Steve made his way to the hobbit. Unfortunately, Boromir got there first.

"She is a woman," Boromir said as he crossed his arms across his chest. "A strange woman. I still doubt her loyalty to-"

"Boromir," Steve said firmly as he approached, "I think you're a really great person and all. But you don't know what you're talking about, so be quiet." Steve said as he came to the hobbit's side, joined by Miles Morales, the new Spider-man.

"He makes a valid point," Miles offered with a shrug, "she's done nothing but hate you, me and Castle ever since that vigil. What's up with that?" He finished as he crossed his arms, and Steve sighed. He came to the conclusion that he would have to tell them everything, even though he knew it might come across as a betrayal of trust.

"Sit," he said firmly as he inhaled deeply, preparing for a slew of painful memories. The other three did as he asked as Steve took a seat on one of the large rocks. "Boromir, Pippin," he said as Gimli lumbered over to where they sat. "Do you remember the ballad I recited the night before the council?"

"Very well sir," Pippin exclaimed as he clapped his hands together, "do we get-"

"Well," Steve interrupted as he pressed his hands together, "it...that actually happened."

"It did?" Gimli whispered, as he exchanged a glance with Boromir. Clearly they had thought it to be a work of pure fiction. But Steve nodded forcing them to accept his words. "To who did-" The Dwarf stammered in disbelief.

"It was his predecessor," Steve said, as he inclined his head towards Miles. "He was the one who was wounded, and forced to fight off six of his greatest enemies to defend his home." He closed his eyes for a brief seconds, out of respect, as he remembered the news reports that had played for days on end. He remembered the funeral, when he had been confronted by Peter Parker's aunt.

"What does she have to do with all of that?" Boromir asked as he crossed his arms in front of his chest and let out a huff. Steve nodded towards the armoured warrior before he continued the story.

"I'll get to that," Steve said as he recalled more memories. "Spider-man was...there was a conflict going on. I was out looking for wanted criminals. One of those criminals was Castle. He was aiming a r-...a weapon at me. He shot, Spider-man pushed me out of the way. He was hit instead."

"And wh-" Gimli began to ask.

"There was an explosion, and I was separated from Spider-man. That's when his enemies moved towards his home. That's when, even though he was already wounded with a fatal injury," Steve said with a huff before continuing, "If he hadn't been injured in the first place, he might have lived. And Castle knows this better than anyone. And as for Shroud?" he sighed as he cast a glance towards her solitary figure, "She knew him better than anyone."

"Prove that," Boromir snapped.

"You've seen her necklace?" Steve replied as he inclined his head. "She's probably done her best to keep it hidden from you. But I know she's never taken it off since he died."

"I have," Pippin quipped softly as he shifted his body slightly. "In Bree, Merry tried to take it from her. He wanted to sell it for money. She struck back violently." Steve nodded, understanding how the innocent motives of the hobbits must have clashed with her emotionally compromised mind.

"You still hav-" Miles Morales began to reply.

"He gave it to her," Steve said, effectively cutting him off as he looked into the distance. "and that's all I'm going to say. If you want to know more, you ask her. Just be considerate," he finished before getting to his feet, and walking away.

* * *

"Three, four, five," Boromir quipped as he lashed out with reserved strikes against Merry, who managed to block each blow, but only barely. Even with limited formal training in the use of a sword, Kurt could tell that Boromir possessed extraordinary technical skill, backed up by a powerful physique. Kurt knew that even both the hobbits together would stand a snowball's chance in hell of beating Boromir. In fact, he guessed that the only serious competition Boromir might have as a swordsman was Aragorn, who was commenting on the hobbit's technique, and giving valuable tips for footwork and blade-work.

"Care to try me with the sword?" Boromir quipped as he broke from his session with the hobbits and faced Kurt. "Or do you fear to ruin your fur coat?" he said as he pointed to the sword at Kurt's side, the one he had received in Lorien. He hesitated for a moment, unsure if he was being taunted, or Boromir was genuinely interested in sparring with him. Kurt took it to be the latter, and drew the blade as he readied his feet.

Boromir swung with a reserved strike, much like he had used against the hobbits. Kurt moved his sword up to block with one hand, relishing in the ease of it. He flicked the sword to the side, to parry a follow-up strike from Boromir. Then a third blow came, and this one was jarring to Kurt's arm.

Recovering quickly, Kurt thrust forward, forcing the Gondorian back a step. To press his advantage, Kurt swung his blade around, over his head, only to have the strike be blocked deftly, and the blade yanked out of his hand.

"Never blindly press an advantage," Boromir smirked as Kurt felt cool metal press against his skin. Not being one to go down without a fight, Kurt teleported himself to be behind Boromir and grabbed his sword, pressing it up against Boromir's neck in a split second, and earning a mighty cheer from the two hobbits.

"I could say the same to you, my friend," Kurt smiled before he withdrew the metal blade. As he walked away, he saw the slightest of grins on Aragorn's face. But that smile was quickly dissipated with a shout.

"Crebain! From Dunland!" Evidently, this was bad, as it caused the native members of the Fellowship to scramble. Sam doused the fire, before following Boromir into a small crevice. Gandalf and Gimli slid underneath a rock, while Legolas hid under a bush with Merry and Pippin. Aragorn pulled Frodo into the shadow of a boulder, as Kurt felt himself being dragged into the ground alongside the new Spider-man, by Kitty. Tense moments passed by, as Kurt listened to what sounded like a thousand birds flying overhead. It was only when they had flown away that Kitty pulled them out of the ground.

"Spies of Saruman!" Gandalf cursed as he picked up his hat. "The passage south is being watched. We must take the pass of Caradras!" He said before turning to face a looming range of mountains. Oh crap, Kurt thought as he realized what the wizard was thinking.

* * *

So. Much. Snow. Miles thought as he trudged through the waist-deep drifts. They where the deepest he'd ever seen. So deep that they covered the hobbits entirely, and they where forced to be carried on the backs of the taller members of the fellowship. As he was unburdened with any halfling, he was guiding along one of the horses.

To make matters worse, they where walking through a blizzard. And not a natural blizzard, either. It was as if the snow could wind it's way into the crevasses of his clothing. It was excruciatingly painful for him to keep going. Yet he knew he had to, if he wanted to get out of the blizzard. Ahead of him was Boromir, who Miles was sure to keep an eye on.

Several days ago, Frodo had slipped in the snow, and lost the ring. Boromir was the one to pick it up, and was hesitant to give it up. Aragorn had been forced to intervene before the man gave it back, and Miles noted how Aragorn's hand had been resting near the hilt of his sword. Luckily, Boromir hadn't noticed, otherwise they might have duelled right there in the snow. And since then, Miles had noted how the man was much quieter, and kept stealing glances at Frodo and Aragorn.

"There is a foul voice in the air," Legolas called out from the head of their column. For some reason, his elven biology allowed him to stay on top of the snow while he walked. And he seemed to be unaffected by the cold, as he had refused to don any sort of heavy cloak. And apparently his ears hadn't gone numb, because he was able to hear words over the howling wind, while Miles was not.

"It's Saruman!" Gandalf shouted as lightning struck the side of the mountain, causing a mild avalanche to fall on their heads. Miles found himself pushing his head out of a snowdrift, along with the rest of the fellowship.

"We must get off the mountain!" Boromir shouted over the winds. And even though he was suspicious of the man, Miles had to agree with him. If they didn't get off thee mountain, they might soon be entombed there. "And take the gap of Rohan to my city!" That sounds good, Miles thought as he suppressed a shiver. A small part of him wondered if Peter Parker had ever been this cold.

"The gap of Rohan takes us to close to Isengard!" Aragorn shouted back as he inched his way towards Gandalf.

"We'll all die here if we stay!" Captain America cut in as he hefted Merry over his shoulder. "That won't do the quest any good at all, will it?"

"Let us pass under the mountain!" Gimli snapped as he tugged at Gandalf's sleeve. "Let us pass through the mines of Moria!" As soon as he uttered those words, Miles felt his spider-sense tingle, as if that name was to be feared. And that puzzled him, he had never before experienced that sensation merely from a spoken word. Maybe it's the cold, he thought as he shook his head, or it could be the ring.

"Let the ring-bearer decide," Gandalf said gravely, and all eyes turned towards Frodo.

* * *

Kitty shrugged as she walked past Frodo and Gandalf, who had paused to exchange quick words. She noted their body language, it told her that they where suspicious of someone or something. And Kitty didn't have to look far to guess who. But, she kept her opinions about Boromir to herself as she pulled herself upwards, only to come across what looked like a looming version of a Roman aquaduct. Something she had only seen in pictures from textbooks.

"The walls...of Moria," Gimli said with great reverence. She didn't need any more information to tell her that Moria was a dwarf city. She could tell, just by the way the dwarf looked on in awe. But something perplexed Kitty in her mind. If this is a city, where are the walls? The people? Shouldn't someone be out on guard?

"Dwarf walls are invisible when closed," Gimli said as he tapped his axe against the mountain's base, almost as if he was answering her thoughts.

"Yes Gimli," Gandalf quipped as he passed them. "Even their own masters cannot find them, if their secrets are forgotten!"

"Why doesn't that surprise me?" Legolas shrugged as he passed by, dropping the hint of an insult Gimli's way. She watched as the Dwarf growled in response as they continued towards the place that Gandalf was leading them. That took them another ten minutes to do.

Only to find that Gandalf was unable to open the doors. And that fact clearly frustrated him. She watched as he tried phrase after phrase to open the door, to no avail. Eventually, he gave up and set his staff down as he sat beside her.

"Oh it is hopeless," He muttered as he ran his hand through his hair. "I once knew every spell in the tongues of Elves, men and orcs. 'Speak friend and enter,' bah!"

"Adversity brings about growth," Kitty shrugged as she stared at the doorway, which glowed a pale blue in the moonlight. She didn't quite understand why she had said that, but she didn't trouble herself over that, instead focusing on praising the wizard who had gotten them so far, and who was giving her a queer look. "Something Professor X used to say to us in class," she continued with a shrug as she pulled back her hood. "He was full of useless sayings like that. Absolute power corrupts absolutely, Evil succeeds only when good does nothing, that kind of crap."

"How would any of that be useless?" Gandalf quipped heartily, "wise sayings such as those are indeed rare here in Arda."

"Oh, there's lots more," Kitty offered with a shrug. "He used to quiz us before the lessons started. Sayings, passages, riddles...hang on," Kitty said as she got to her feet and moved to the door, catching the attention of Merry and Pippin, in addition to Gandalf. "What does the inscription say, again?"

"Speak friend, and enter," Gandalf replied as Pippin tugged at her sleeve.

"Have you found us a way in, yet?" Pippin asked, "Miss Shroud?"

"Just hang on..." Kitty said as she mulled over the phrase. Speak friend, and enter...I'm an idiot! "It's a riddle!" she exclaimed, catching the attention of the rest of the fellowship as she did so. "What's the word for friend?" she asked.

"Mellon," Gandalf said, and seconds later, the doors creaked open, allowing them all passage inside without any more obstacles. Seconds later, they where swallowed by the darkness. "Now my friends," Gandalf said as a light erupted from his staff, "we must face the long, dark of Moria. Be on your guard. Their are older, and fouler things than orcs in the deep places of the world."

"Well shit," the imposter Spider-man said from somewhere behind her. "Out of the frying pan and into the fire. Great."

___**A/N:**_

___**Well, Pippin seems to be taking a shining to a certain someone, hasn't he? And finally, members of the fellowship learn why Kitty snaps at them so frequently. I decided to not include the watcher in the water sequence because I figured that someone could figure it out before they drew it's attention. **_

___**And I hope that you don't mind me skipping over long, uneventful days/weeks of traveling. I felt that nobody would want to read a paragraph that went something like this: "He out his right foot in front of his left. Then his left in front of his right-" **_


	12. Journey in the Dark

"This is no mine," Castle said as he stepped over a rotting carcass. The entire room was littered with decaying bodies of all sorts. "This is a tomb. A kill-zone," he muttered as he accidentally kicked the skull off of a body as he stepped over it. The smell began to get to him, and it made his eyes water as he followed the orb of light that was Gandalf's staff. The sight of the wizard brought back something he had said two days previously, when they had first entered the mine.

"_There are older, and fouler things than orcs in the deep places of the world."_

The wizard's voice had shaken when he said those words, and that worried Castle. He had heard some of the stories the four hobbits told about the wizard. About how he had supposedly banished a great darkness in the north sixty years ago. And Castle knew that even if that story was only half-true, he should still be concerned. How many things in the world could a wizard have to fear? He forced himself to brush those thoughts aside as he continued on his way, following the rest of the fellowship.

"I have no memory of this place," Gandalf commented from the head of the column, forcing everyone to a stop. They where at a fork in the tunnels, and based on comments made by Aragorn and Gandalf, Castle knew that getting lost in this mine would be a very bad thing. So it was best to wait.

Unfortunately, waiting wasn't one of his strongest suits. It gave him time to think. And when he had time to think, he had time to remember. He had time to remember his wife, his family. He had time to remember their funeral. He remembered standing by their casket as a pitiful number of people came by. He remembered crying out those painful words as he saw the mangled body of the boy he had shot. The guilt still weighed down on his shoulders.

But he was in luck, as he was able to find some alleviation in the form of Gimli the Dwarf.

"You are indeed a blessed man!" The Dwarf boasted as he set his axe down on a half-destroyed railing. "You are witness to the remains of the greatest city in middle-earth!" Despite the Dwarf's boastful demeanour, Frank understood the pain in his voice. Obviously, he was feeling the pang of seeing so many of his dead kinsmen. Something that Castle could understand fully.

"Looks like they but up quite a fight," Castle offered as he gazed around the room. The tactical part of his mind completely agreed with his words. The chamber narrowed into a hallway, so a defending army could use the space to their advantage.

"They are Dwarves," Gimli replied as he rapped his hands against a large boulder. "What would you expect? You should have seen Dwarrowdelf in it's prime," Gimli continued as he kicked a rock with his feet. "Roaring fires, ripe meat off the bone. The best forges in all of Middle-Earth. I..." The Dwarf continued as Gandalf proudly exclaimed something out loud that caused a stir in the fellowship.

"He's remembered!" Merry said as he shouldered his pack, and Castle did the exact same. He walked up the staircase and entered the tunnel, following Sam and Legolas. And almost immediately, Castle caught a whiff of a pungent smell. One that was much worse than that of the decaying bodies. But, not wishing to insult Gimli, he kept his mouth shut as they exited the tunnel, and entered a large chamber.

"Welcome," Gandalf said with a hint of warmth, "to the Dwarf city of Dwarrodelf." Frank nodded as he took in the sights around him. Tall columns that rivalled anything he had ever seen where scattered around the chamber in a specific pattern. The chamber itself was so large that Castle doubted that he would be able to see the entire thing, even if it was properly lit. The entire thing was definitely larger than an Amusement park.

"The wealth of Moria," Gandalf said as the group skirted along a narrow walkway. "Was not in gold or jewels. But," Gandalf said as he lowered his staff, and simultaneously illuminated the area even more. Below was a mineshaft that ran deep into the ground. And lining the walls of the shaft where thin silver veins. "In Mithril," Gandalf continued as the entire fellowship looked on in awe. "Bilbo had a shirt of Mithril," the wizard continued as they all resumed walking, "that Thorin gave to him."

"Ohh!" Gimli exclaimed, "that was a kingly gift!"

"It was indeed," Gandalf said, with a hint of mischief in his voice. "I never told him, but it was worth more than the Shire, with all of it's contents." These words got Castle wondering, just how valuable could something be? Luckily, the new Spider-man, who's name was Miles, voiced his question.

"Nothing that small can be worth a country," Miles quipped as they continued to skirt around the edge of the abyss. And Castle had to agree with him on that point. Everything in the world had it's price.

"Do not be so quick to judge," Gimli coughed as they reached the end of the shaft, allowing Castle to breath a bit easier, knowing he wouldn't fall to his doom. "Mithril, Master Morales, is the rarest metal in all of middle-earth. When crafted properly, it is as tough as a dragon's scale. Yet, it is as light as a feather." _I could definitely see the military application in that,_ He thought as the fellowship passed a large pillar. _That would cut down on the weight of the armour considerably. As long as Dragon-scales are tough. _He passed his hands over a large section of the pillar that had been cut through, almost as if it was melted by something. Something Castle knew he most likely wouldn't like to meet face-to-face.

"Why do I get the feeling we're being led into a trap?" Captain America whispered into Castle's ear as they walked. "We've been in here for three and a half days already, and nothing. No signs of life whatsoever. Not even rats." That part got to him, as he realized that he hadn't noticed the absence of life. And now that his mind was focused on that fact, it worried him greatly.

"Maybe we haven't noticed them yet?" Castle offered up with a slight shrug, more to alleviate his growing fears than anything. But the look that he got from the Captain wiped that false hope from his face. "I know," he sighed, "it's unnatural. Should we tell-"

"Gandalf looks like he's already worried about something," Captain America said as he put his hand on Castle's shoulder as they passed yet another pillar. "And he-"

"Oh!" Gimli shouted before splitting off from the group, making a beeline for a small doorway that led to another room.

"Gimli!" Gandalf shouted, to no avail. This forced the rest of the fellowship to take off after the Dwarf. As one, they entered the smaller chamber. And, much like the rest of the mine, this room was lined with bodies. Most of them appeared to be Dwarf bodies, all of them centred around a marble box in the exact centre of the room. The very same one that Gimli was now sobbing at the base of, as Gandalf moved to read the runes inscribed on the top of the box.

"Here lies Balin," Gandalf said remorsefully, "son of Fundin. It is as I feared," the Wizard said as he turned away from the box, which was a tomb. Now Castle could understand the Dwarf's sobbing. Obviously this _Balin_ was either a close friend or family. Or perhaps both. Coupled with the decaying bodies all around, it would be enough to break any hardened warrior.

"We should leave now," Legolas said quietly from where he stood to Aragorn. The ranger only motioned with his hand, to silence the elf. Most likely out of respect for Gimli's fallen friend. But Castle found himself siding with the Elf. While he was all for grief when the time came for it, he knew that they all might be in great danger, from an unseen threat.

"I have a bad feeling about this," Captain America whispered as the four of them where joined by Miles and Merry.

"I don't sense anything," Miles quipped. Although his tone was out of place, Castle knew in his heart why the vigilante had said that. It was in an attempt to boost some morale. But, not everyone shared the humour.

"Don't even _try_ to be like him," Shroud snapped from the corner she was standing in, which was near a well. Pippin stood next to her, eyeing the Dwarf skeleton that was perched on top, as Gandalf began to read out loud from a discarded book.

"We cannot get out," the wizard read with an ominous tone. "They have taken the bridge and the second hall. We have barred the gates, but they are coming. We cannot get out. There are drums beating. Drums, in the deep. We cannot get out. They are coming." Gandalf closed the book with an ominous snap, and looked about the room. But Castle found his eyes drawn to the small hobbit, who was toying with an arrow protruding from the chest of the precariously perched Dwarf.

"N-" Castle began, but he was to late. The hobbit twisted the arrow, which caused the Dwarf skeleton to shift and fall backwards, down the well. As it fell, it clashed against the side of the well, generating lots and lots of echoing noise. Soon enough though, the noise dissipated, leaving only deadly silence.

"Fool of a Took!" Gandalf snapped as he tossed the book aside and picked up his staff. "Throw yourself in there next time and rid us of your stupidity!" The wizard growled as he turned his back on the hobbit, only to stop. Along with every other member of the fellowship.

_Boom_

_Boom_

_Boom Boom_

_Boom Boom Boom_

"Lock that door!" Captain America shouted as he pointed to Aragorn and Boromir, assuming the roll of a commander in battle. Which was what they all would need, if they where going to survive. "Find something to brace it with. Timbers, rocks, anything," The Captain barked as Castle moved to a pile of three Dwarf bodies. With one hand, he hefted a heavy axe for himself, while he tossed a sword to Captain America with the other. Beside him, he noted that Miles Morales had picked up a smaller axe, as well as tossed a rusty sword to Shroud.

Aragorn and Boromir rushed towards the doors, leaning their heads out briefly, before withdrawing them rapidly after a series of dull _thunk_'s. Together, the two of them shut the door, and braced it with several poles.

"They have a cave troll," Boromir quipped bitterly as he rushed backwards, to regroup with the rest of the fellowship. _Cave Troll?_ Castle thought with a start, hoping that it wasn't as bad as it sounded.

"Shroud, Gandalf, you two and the hobbits watch our right flank," Captain America shouted to Castle's left. "Legolas, Boromir and Morales, cover our left. Castle, Aragorn, Gimli and myself will hold the centre." He continued as Boromir drew his sword, "Form a line and remember, you're not only fighting to protect yourself, but the person to your left, and to your right. Do not focus your energies on one enemy. And do not break formation unless necessary," The Captain finished with a pant, leaving Castle a bit awestruck. He had read about Captain America's legendary battlefield courage in school, but he had never even dreamed that it would sound so simple, yet grand. All Frank Castle could hope was that he lived to hear more.

"Let them come!" Gimli growled as Castle watched him step onto the tomb itself, all trace of the mourning dwarf gone, replaced with a fierce warrior. "There is one Dwarf yet in Moria who still draws breath!"

He flinched slightly as he saw thin blades chopping through the wooden doors. He found himself hoping the rotting wood would hold as Legolas shot an arrow through one of the holes, striking one of the monstrosities. Unfortunately, the doors proved to be to weak to hold up to the onslaught they received, and they smashed open, allowing a swarm of goblins to break through like water over rock. Seconds later, Castle found himself forced to swing his axe, crushing the head of one of the goblins. Two more fell to his mighty strokes before he was forced to raise the handle to block an incoming blow from a goblin swordsman. Reaching out, he picked the goblin up with one hand and tossed it into another before swinging his axe twice more. But all his strikes seemed to be for nothing. Within minutes, he was forced backwards against Balin's tomb. Gimli rushed past him, striking down two goblins with quick swings as he shouted loudly.

"_Baruk Khazâd! Khazâd ai-mênu!"_(Axes of the Dwarves! The Dwarves are upon you!)

All Frank Castle knew was that this was some sort of battle-cry, and it gave the Dwarf courage. And in turn, gave the fellowship courage. And Castle found himself growling fiercely as he removed a spear-man's head with a clean strike. He struck another's shoulder as he found himself going back-to-back with Miles Morales, who was striking out timidly with his sword.

So timidly, that he allowed a sword to slip past his defence, and strike Castle's shoulder. Letting out a powerful roar, Frank Castle swung his weapon with one hand and crushed the helmet of the offending warrior. He found that his injured arm, which happened to be his dominant and right, was rendered completely useless. So, he resorted to using only his left, finding he was no less effective.

Against the goblin horde, at least.

He doubted his effectiveness against the behemoth-like monster that crashed through the entrance-way. And he guessed that most of the fellowship felt the same way. But they had to try, at least. Roaring with might, Castle charged forward, alongside Gimli. Together, the two of them buried their axes into the creature's knees, before being forced to pull away by a combination of the troll, and the accompanying goblins and their spears.

Soon, Frank found himself drawn away from the troll entirely, and entangled with a crowd of Goblins alongside Shroud. Surprisingly, the mutant vigilante wielded her weapon to great effect, masterfully striking down opponent after opponent. But again, Frank found his attention diverted once more on the raging battlefield as he noticed that the troll had Frodo cornered, and that Aragorn was rushing to intercept with a long spear, but he was to late. The ranger was struck by the troll's massive fist and sent flying. The troll turned as Frodo made a break for it.

Only for the titanic monster to strike him with the spear Aragorn had been carrying.

That got Frank Castle mad. So mad, that he rushed forward and swung his axe with both arms at the Troll's kneecap. The blade sunk in, and the beast roared defiantly as Shroud rushed past him. He watched as she tackled the monster, and somehow forced it's foot into the floor with her ability to move through solid objects, enabling the rest of the fellowship to attack. Nightcrawler appeared out of nowhere on the troll's back, sinking his blade into the monster as Merry, Pippin and Gimli hacked at it's legs. Legolas rushed past and fired an arrow strait into the creature's waiting mouth. The arrow struck home through the base of the skull and sunk into the troll's brain. Seconds later, the creature collapsed on the ground, dead.

Now, the fellowship was free to rush to Frodo's side. And surprisingly, the hobbit was completely unharmed. Castle began to do the basic math in his head, he knew that the hobbit should have been skewered. Even modern-day armour would not have been able to hold up well against that kind of blow.

"I'm not hurt," the hobbit said with a pant as he got to his feet.

"You are full of surprises, Master Baggins," Gimli said proudly, "How did-"

"I think there is more to this hobbit than meets the eye," Gandalf said with an exhausted sigh as Frodo pulled back his shirt, revealing silvery chain mail. _That must be Mithril, _Castle thought as he looked on in awe. Now he definitely wanted some. Unfortunately, they had no time for words, as more goblins could be heard coming from all around.

"To the bridge of Khazad-dum," Gandalf snapped as he rushed for the door, completely letting go of his hat as he ran. Castle was close behind him, as was the rest of the fellowship. They burst out of the chamber and into the great hall once more. Only this time, there where other forms of life. Thousands of goblins climbed down the walls and up from mine shafts. In minutes, the fellowship was surrounded by the foul creatures. Castle flung his head from side to side, looking for a way out. But there was none. They where surrounded on all sides by the foul creatures. Their force was large enough to overwhelm an entire city, never mind a small, weary group of travellers. They where all going to die, it seemed.

Their fate was delayed, however, by a booming roar. The roar was so intense that the entire goblin horde shrank back, some even breaking out into a run. Although some would have been relieved about the disappearance of the ravenous swarm, Castle's heart sank. Something shook him to the core, enough to speak his fears aloud.

"What the fuck is that?" he whispered into the Wizard's ear. With only a nod, Gandalf acknowledged his question as he shut his eyes dramatically.

"A _Balrog_," Gandalf said in a deep tone of voice as he gripped his staaff even tighter. Obviously this was what had been on the forefront of his mind. "A demon of the ancient world," The grey wizard continued as he turned away from the glowing red light at the end of the chamber. "This foe is beyond any of you. _RUN!"_ Even if Castle had held no respect for the wizard's knowledge and authority, even if he had just met him, he would have obeyed this singular command. Not only was it filled with common sense, but Castle found that his feet moved under their own command. He moved so fast, that he outstripped most of the fellowship, with the exceptions of Miles Morales, who possessed an inhuman level of physical capabilities, and Legolas, who's elven agility gave him an edge. Looking back, he noted that Captain America and Aragorn had each placed a hobbit on their shoulders. The Captain carried the injured Frodo, while Aragorn carried Sam. Pippin had been slung over Shroud's shoulder, and that left only Merry, who was beginning to fall behind. Slowing his pace down a bit, Castle scooped the hobbit up in his arms, while still holding on to the axe. He knew that he might need it again, after all.

As one, the fourteen-member strong fellowship rushed through the halls and chambers of Moria. But it seemed that whatever was following them was faster, as it seemed to be closer than before. Flames sprouted around them as they turned down a hall that supposedly lead to the bridge that they where looking for, but Castle's mind wondered somewhat. How was heading outside going to stop this creature? Wouldn't that just put them all in plain sight, for the monster to see? These thoughts ran through his mind as he continued to run. Eventually, they came to a doorway, which led to a bridge.

"Over the bridge!" Gandalf barked as he allowed the rest of the fellowship to pass him. "Fly! Fly!" He continued before rushing towards the bridge itself, behind only Castle and Gimli. Looking at the narrow bridge, Castle realized that whatever was following them might not be able to cross it. And this realization came not a moment to soon, as he saw the monstrous pillar of smoke and flame.

A pillar that towered over the grey wizard.

"_You cannot pass!" _Gandalf shouted with great power behind his words. For some reason, the wizard seemed to be larger than all present, even the Balrog. _"I am a servant of the secret fire, wielder of the flame of Arnor!" _Gandalf roared as he raised his staff, allowing a pale white light to emit from it, almost as if it was forming some sort of shield.

"Gandalf!" Frodo shouted from where he had been set down, as the Balrog drew a flaming sword from out of nowhere. Frank Castle knew that this was going to be a sight that he would never forget, no matter what. He watched as the Balrog drew back the flame-sword, before bringing it down on Gandalf's shield of light, which dissipated on impact, as did the sword.

"_The dark fire will not avail you, flame of Ud__û__n!"_ Gandalf proclaimed to the heavens as the Balrog drew out a flaming whip, which lashed out at the wizard's returned magic shield. _"You cannot pass!"_ The wizard bellowed as he brought his staff down on the bridge, with a mighty _crack!_ As the Wizard growled fiercely, _"Go back to the shadow!" _

But the Balrog simply snorted as it set a massive foot down on the bridge, followed by another. And another. But then, something happened. The bridge began to creak and crack under the immense weight, before it eventually crumbled altogether, sending the monster into a figurative pit of hell, where it belonged. And for a moment, Frank Castle breathed a bit easier.

_Crack!_ The fiery whip of the Balrog sprang up from nowhere and wrapped itself against Gandalf's leg, forcing the wizard to clutch onto the side of the ruined bridge. Castle dropped Merry as he rushed forward, beaten only by Shroud, who moved to help him up.

"Fly you fools!" where the last words that Frank Castle heard from the mouth of Gandalf the Grey, who let go of the ledge, and plunged into absolute darkness.

"_Noooo!"_ came from many sources, even one close to Castle's own ears. And even with his tear-clouded vision, he found himself dragging a struggling body away from the abyss, and towards the great doors.

"_Gandalf!"_

"_Aragorn!"_

"_No!" _

Even as the body he was carrying struggled, Castle burst into the sun-lit mountain-side with the rest of the fellowship. He set his fellow member down, only to be struck hard across the face.

"You did this!" Shroud roared angrily as she raised her fist into the air. "You got in my way! I could have saved him!" She continued as Legolas stepped in between them, as if to quell a fight.

"Shroud, calm yourself," Legolas said in a soothing tone, "Gandalf sacrificed himself so we could escape!"

"He's right," Captain America panted, "we need to cut our losses and-"

"And you'd know all about that," Shroud snapped as she faced the Ultimate's leader down. "Cutting losses, letting others sacrifice themselves to save your own life?"

"And _what_ is that supposed to mean?" Captain America bellowed, and Castle saw that he had tightened his hands into fists.

"You know damn well what I mean," Shroud growled as she gave the Captain a push back. "You're a coward, _Captain,_ you always have been. And you always will be! I'm glad he never got to see this side of you!"

"And _you_ should be thankful," Captain America replied as he shoved her back, in retaliation. "That he never got to see this side of you. Petty. Spitefull. Antagonistic. You've done nothing but shout at anyone who shows you the slightest kindness. And I'm tired of it, all of it! Take your grief an-"

"Everybody!" Aragorn shouted, cutting the argument short. "Get up! We need to get moving! By nightfall, these hills will be swarming with Orcs!"

_**A/N:**_

_**well, how was the first big action scene? Did I do Gandalf's death justice? How about the battle in the tomb? And to those who might be wondering, Liante Edan will be coming into the story in about 3/4 chapters. **_

_**Also, who here has seen the teaser trailer for/is excited for 'Marvel Universe Live!'?**_


	13. Lady of the Wood

"Fly, you fools!"

"Gandalf!"

"Aragorn!"

"No!"

Those words kept ringing out in her head, over and over again. She couldn't stop them as she ran alongside the company, which headed through the long grass and towards a dense forest. She had absolutely no idea where Aragorn was leading them, only that the forest was called Lothlorien. They had not stopped running since leaving Moria, and she could understand why. The Goblins would no doubt be out in force after what had happened, and that the forest would provide a good place for them to hide in. And a good place for them to plan their next move in peace, at least.

"Stay close, my friends," Gimli whispered as soon as they slowed their pace down. "They say a sorceress lives in these woods. An Elf Witch-"

"Don't let Nightcrawler hear you say that," Legolas quipped from where he walked. Kitty noticed how he kept his bow at the ready, with an arrow knocked against the string. She also noticed that Aragorn, Captain America and Boromir still had their swords drawn. And she guessed that Frank Castle would have his weapon at the ready, where he not tending to an injury on his shoulder.

"_Come to me, child of the atom..."_

She spun on the spot, looking for the telepath who had invaded her mind. Scanning the trees, she found absolutely nothing. So that either meant that she was hearing voices, or dealing with an omega-level telepath. Neither of those bode well for her.

"_One who lies in the web's heart..."_

"Who's there!" Kitty shouted, causing the entire company to turn and face her. "Show yourself!" She snapped. As if on cue, ten archers stepped out from behind cover, each with their weapons drawn, and aimed at a member of the fellowship. Unfortunately for the archers, they where the ones who where outnumbered. Acting on instinct, Kitty snapped her arm out and twisted the arm of the nearest archer. She kicked him away before launching herself at the next, only to have Kurt grab her by the shoulder.

"Kitty! They are friends!" He whispered into her ear calmly, despite her struggling. "Haldir!" Kurt exclaimed as the elf that she had disarmed retrieved his weapon.

"My friend!" The elf, whom Kitty assumed was Haldir, replied. "You have made it to Lothlorien once more! Menel said that the company moved to go south, over the Gap of Rohan."

"Our path was blocked, Haldir of the Galadrahim," Aragorn said as he sheathed his sword and extended a hand of friendship. Haldir took it, and they shook hands like old friends as Aragorn pulled him in closer, and whispered something into Haldir's pointed ear. Something that clearly upset the elf.

"You bring a great evil here," Haldir said in a colder tone, as he gazed at Frodo. "You can go no further. You must go back now, or I-"

"Kurt!" a feminine voice cut through the air as clear as a bird's song. _"Lle ier varna!_ You are safe!" the voice continued as the female elf who Kitty vaguely remembered being in Rivendell burst out from the treeline and wrapped her arms tightly around Kurt.

"Menel," Kurt said as he returned the embrace, only for her to break it off when Frank Castle dropped to the ground, unconscious. The elf woman rushed to the murderer's side and began to speak in a completely foreign language.

XXXXXXXXXXXX

Steve Rogers stood in a small pavilion, leaning against the wall as he watched the healers do their work. Apparently, the sword that had cut Castle had carried a slow-acting, but deadly poison that eventually spread to his immune system. Now, Steve was watching over him during the healing process, as he viewed Castle as a soldier under his command, despite his absolute distaste for the man. After all, it was Steve's fault he was in Middle-Earth in the first place. He had dragged him out of his quarters during the middle of the night, because he realized that the man needed some sense of closure. They had met Miles Morales on their way to the burial sight, which had been unexpected, but a welcome addition. What Steve hadn't counted on was running into Peter Parker's old girlfriend along the way. That was something the super-soldier hadn't counted on, which was stupid, because he knew that if the roles had been reversed between the two of them, Peter would have become the shut-out recluse.

"_You're late again, Soldier," He had said sternly as the red-and-blue spandex covered teenager landed on the rooftop. It had been the middle of the day, in the centre of New York. He had been wearing a cut-down version of his normal outfit, designed for mobility. "That's tree times in a row, you know what that means. I want twenty, right now. Go."_

"_On it, Cap," Peter replied as he lay down on the pavement and began to do a series of push-ups. Something had puzzled Steve on that day, the young man's attitude. He hadn't made any excuses, or wisecracks about giving up money. He had just done what he was ordered to._

"_What's your reason for being late today?" Steve remembered asking as Peter got to his feet. "Mugging? Robbery at a pawn shop?"_

"_I was at a pawn shop," Peter had said was he tilted his head to the side. "But no robbers this time. Weird, I know, but-"_

"_So you where wasting time?" Steve remembered replying with a stern expression. "You shou-"_

"_Look man, my girlfriend's birthday's comin' up," Peter Parker had shrugged as he walked past Steve, "I got an extra-good pay-cheque last week and decided to browse around for something nice. It's not like I can afford the stuff at a jewelry store or anything and I-" _

"_Lets see it," Steve had smiled as he placed hand on the young man's shoulder. Not to many people his age would buy jewelry, and that gave Steve some hope for the future generation as Peter had pulled out a silver pendant on a long chain. "Very nice," Steve had said as he took it in his hand, "this is sure to win her over. I just hope that you aren't using it to get in-"_

"_I'm not," Peter had retorted with a smirk. "I'd be a dead man in less than a day."_

Yes, Peter Parker had definitely been happy with her, Steve could tell. Even though he never actually met her in person until much later, after it had happened. For the longest time, he had thought that Peter was simply keeping his identity a secret. But then, even when Steve had asked about pictures, Peter had refused. No matter how he pried at the young man, he turned up absolutely nothing. Eventually, he took more direct measures, and followed Spider-man after one of their training sessions. He remembered sitting at a diner across the street, watching the two sixteen-year olds share a comfortable conversation. And after finding what the girl looked like, he ran a facial recognition program.

"_We need to talk," Steve had said firmly as the young vigilante entered the room. He was wearing his Spider-man outfit, and holding his mask in his hands. Behind Steve there was a large computer monitor. _

"_Hey, I'm on time, I-" Peter Parker had replied sheepishly. _

"_I followed you yesterday," Steve remembered cutting in sharply. This caused an immediate change in the young man's demeanour. "To that diner," he had said as he picked up the remote that controlled the monitor screen. "I had your best interests in mind, that's all. I just wanted to make sure you weren't being exploited. So imagine my surprise," Steve had continued as he pressed a button on the remote, turning the screen on, and showing the S.H.I.E.L.D file on Katherine Pryde. "When I ran her face through our database."_

"_You're an ass," Peter Parker had snapped briskly. _

"_Parker," Steve had said in an authoritative tone, "she's a-"_

"_I know damn well she's a mutant," Peter had said as he sized Steve up. It was at that moment when the super-soldier realized just how large the young man could be if he wanted to. "But unlike some people, I don't care."_

"Captain," Miles Morales said, cutting the memory short with the interruption. Steve turned to face the young man and nodded, indicting that he continue. "We're waiting for you. The elf dignitaries wish to speak with us as a whole." Steve smiled, it wasn't uncommon that foreign dignitaries wanted to speak with him. _Although,_ he thought with a half smirk, _I've never been greeted by an Elf dignitary. _He cast one last glance towards the unconscious Frank Castle before leaving the pavilion altogether, and re-joining the remainder of the Fellowship of the Ring. On each and every one of their faces was a look of sadness and grief. As he would have expected. Frodo was the most reclusive of them all, though he was given serious competition by Shroud. Boromir looked tired, more-so than from the battle in Moria. He looked like man who had lost all hope for anything. Legolas had a dazed and confused look on his face as he rested a hand on Merry's shoulder.

"This way," a blonde-haired elf said calmly as he pointed towards a staircase that wound around the tallest tree in the forest. The stairs seemed to grow right out of the tree, as did the arching cover. This seemed to be in stark contrast to Rivendell, which had been all faded stone. _A nice break from dark tunnels,_ Steve thought with a slight shrug as the company came to a halt on a wooden platform. He began to focus on the intricate artwork carved into the floor as a pair of figures descended a separate flight of stairs. These two figures where dressed in white robes that seemed to glimmer.

"Thirteen are here," The male elf, who Steve assumed was the king said in a regal tone, "yet fourteen there where set out from Rivendell. Tell me, where is Gandalf the Grey?" He continued as he cast his eyes around. But for some reason, Steve felt himself being more drawn to the elf woman. Her eyes seemed to pierce his soul's depths. "For I much desire to speak with him," the man finished.

"he has fallen into shadow..." The woman gasped softly.

"He was taken by both shadow and flame," Legolas replied with a heavy tone of voice. "A Balrog of Morgoth. For we went needlessly into the net of Moria." At the mention of the broken city, Gimli's expression became even harder. Steve understood what he must be feeling._ It was at his request that we travelled through Moria to begin with,_ Steve thought with a heavy heart, _If I had just made my case about-_

"Needless where none of the deeps of Gandalf the Grey," the elf lord said firmly, in a tone that spoke of great respect for the wizard. And for some reason, even though Steve had only known the Wizard for a few months, he agreed with the statement. Gandalf had been the one to lead them through the dark, through the wilderness and through the snow. All of that without batting an eye. Gandalf had been key in turning the council in favour of the quest. There were worse men in the world, at the very least. "Go now and rest," the lady smiled as she addressed the entire fellowship. "For you are weary with both the journey and with grief. You shall rest peacefully here tonight, by the blessing of the Eldar."

XXXXXXXXXXXXXXXXXXX

"What is your world like?" Those words caused Kitty to open her eyes, as she had laid down in an attempt to get some sleep. But it eluded her for some reason. So instead, she turned her head to see the freshly-cleaned face of Peregrin Took staring at her intently. Though his face was clean of any dirt or grime, Kitty could still see the effect of the horrors in Moria in his eyes. He clearly needed a form of distraction. And since she was unable to sleep otherwise, she did her best to find the right words.

"As unlike Middle-earth as you could imagine," she replied as she pushed herself to a sitting position. Clearly, the Hobbit didn't understand what she meant, so she elaborated. "It's big. Very big," she said as she noticed how she had gained Merry's attention as well. "A small city is bigger than what I think Lothlorien is," she said, hoping to not confuse the hobbits any more than necessary. Luckily, help was close at hand, in the form of Captain America.

"There aren't enough trees," The Captain said as he settled down next to Merry. "To many buildings and not enough wide open spaces," the man continued with a forced smile. But the hobbits paid no attention, instead letting their mouths fly open with questions.

"Are there any hobbits?"

"Are there any Dragons?"

"Can you tell us more about America?"

"About the war?"

"How can you do that thing you do, Miss Shroud?" That last question caught her off-guard. It had been a long time since anyone had questioned the source of her powers. A few had when she had done a partner streak with Peter, but now almost everyone either knew or assumed she was a mutant. And she also knew that the two hobbits wouldn't understand the science of her abilities. Hell, she barely understood the science behind her abilities.

"I uh..." she muttered, unsure of the right words to use. "I...I was born with it," she said with a huff.

"Magic?" Pippin asked intently. "Is it mag-"

"No," Captain America said warmly but firmly as he placed a hand on Pippin's shoulder. "It's not magic. See...in our world, some people are born with what is called a mutation. It gives them special abilities. Some can fly, some can run very fast, some can speak with their minds. That sort of thing," he finished as he gave Kitty an understanding nod.

"And some can alter the densities of their body, so that they cannot be touched," she said as the expression on the faces of the two hobbits became more and more confused. "Or become so dense that they cannot be hurt," she finished with a whisper.

"Can you show us?" Merry asked politely with an inclination of his head. "I mean, if it's not to much trouble and..." he said as his voice trailed off, causing Kitty to smile somewhat as a memory flooded back to her. A memory which involved Peter asking her to stay put while he dealt with a disturbance, because he thought she would get hurt.

"Hand me your dagger, would you?" she asked Pippin, who was more than happy to oblige. She graciously accepted the small blade from his tiny hands as she cleared her throat. "Like I said, I can alter my density two ways. I can go 'intangible' and no one can touch me," she said as she raised the dagger, then brought it down on her arm. She noticed how the hobbits flinched. She even saw Aragorn and Boromir, who had been sharing a private conversation, look her way as the knife passed through her arm as if it where air. The small, insignificant action on her part earned a round of applause from the members of the fellowship who where native to middle-earth.

"Can you show-" Pippin began to say, but Kitty was to quick for him. She handed him his dagger before retrieving a branch from the ground. She brought it back, like with the knife. And once more, she swung her arm down. But instead of passing through her arm like the knife had, the stick shattered into a hundred splinters with a mighty _CRACK!_

"Is everybody in your world like that?" Merry asked as he leaned forward, as if she was telling him an intriguing story. "Are they all special? Are there any more normal people who-"

"Remember how she said our world was as unlike middle-earth as possible?" Captain America said as he cut the hobbit's words short. Merry and Pippin both nodded, as he continued. "Well, people born with mutations are generally...mistrusted."

"Why?" Pippin asked as Kitty got to her feet. While she liked the company of the hobbits, and she was definitely warming up to Captain America, she knew she wasn't ready to talk about that particular subject yet. She wandered away from the rest of the fellowship, feeling their gaze follow her as she did so, until she was out of sight. She continued to walk along a small, winding path, gazing up at the stars as she did so. They where definitely a lot clearer than in New York.

"Will you look into the mirror?" the voice of the elven lady Galadriel said softly as she seemed to appear out of nowhere from behind Kitty, who panted slightly from the shock. But then something clicked, the woman's voice sounded familiar. She recognized it as the one she had heard in her head.

"What?" Kitty asked, not seeing a mirror anywhere in sight.

"The mirror," Galadriel smiled as she floated past Kitty, and turned towards the left. Kitty followed her for several minutes, eventually coming to a stop beside a large basin of water, which she guessed was the mirror Galadriel had referred to. "The one that shows many things to us. Things that where. Things that are. Some things that may come to be."

"_And some things that may come to be once more," _There was no mistaking her voice this time. Galadriel was a telepath, and a powerful one at that. Easily a rival for Charles Xavier in his prime.

"Who are you," Kitty half-snapped, "really?"

"I?" Galadriel smiled as she picked up a pitcher in her hand, and dipped it into a small, flowing stream. "I am Galadriel, lady of the light. But I am also much more than what is before you," the Lady continued as she brought the now-full pitcher to bear over the basin. "I am one of many, more than an elf. We span over many countries, over many worlds. I, along with my sisters, am tasked with guarding the vital threads that form a much more grand web of life."

"You're the one who was talking in my head," Kitty said as she neared the basin, "weren't you?"

"I was," Galadriel said in a matter-of fact tone. "I felt your presence the moment you entered Middle-Earth, child of the atom. Your presence caused a ripple that was felt by me much more than that of your allies."

"I don't understand," Kitty replied briskly as she eyed the woman, who was being extremely mysterious. And that in turn, was making the hardened mutant uncomfortable.

"There is a prophecy that was told long ago," Galadriel said, changing the subject entirely. "One stranger shall proceed five strangers. Two shall fall into darkness. Four shall rise against the darkness. Fourteen, there shall always be."

"What?" Kitty said as she raised an eyebrow, not really understanding the cryptic words.

"You and your friends are not the first strangers to come to this world," Galadriel smiled as she poured the contents of the pitcher into the basin. "One man came, years ago. He appeared to us from no where, injured beyond the skill of mortal medicine. When he was strong enough, he ventured out of our boarders, seeking a way home. You may have encountered him on your travels."

"What was his name?" Kitty asked, "I don't know if-"

"He did not tell any his real name," Galadriel replied softly. "he was only known to us by the name we gave him. Liante Edan. Now," the lady of the wood continued, "will you look into the mirror?" Kitty tentatively stepped forward, and peered into the water. At first it was as clear as crystal, but then it began to ripple.

_She saw herself, crawling in the dirt. Behind her, a shadow loomed closer and closer, until at last it placed a foot on her back and raised a large axe, ready to strike hard. It swung, and the scene changed to a stone city on fire. Men and women and children ran towards the hope of safety, even though there was none. A torrent of flame rushed past her eyes. Once it receded, she was confronted with a open hillside, covered with headstones. A single figure topped the hill, wrapped in a hooded cloak. _

XXXXXXXXXXXXXXXX

Jean Grey was in absolute hell. She did not know how long she had been in the dark prison. Weeks? Months? Years? There was no daylight to be seen. All she had was a small torch on the opposite end of the cellar. She knew she wasn't on earth any more, if the foul, black-skinned creatures where anything to go by. Once a day, they opened the door to the prison and brought her a small platter of disgusting meat. For the first few days, she refused to eat it, but eventually, her hunger got the better of her, and she forced it down. Much to the enjoyment of her tormentors.

She had struggled to break free, using every one of her powers at her disposal. She had forced one guard to open the door, but another came down the hall as she tried to make a break for it. Another time, she tried to force the door open. That had earned her fifty lashes with a cruel whip. After that, she gave up on trying to escape. But not by choice, but rather, her powers seemed to be weakening. On a good day, she used to be able to crack stone, now, she struggled to move small objects.

She had tried to reach out with her mind for help, and did come across a presence that felt familiar. But she had only been able to maintain her connection for less than a second before a searing pain rippled through her body. Her intuitive side told her that there was a powerful mutant nearby, and that they where not a friendly.

Now, all she could do was hope she starved to death before she was killed by one of her tormentors.

_**A/N: A certain mystery character is almost ready for his debut!**_


	14. The Breaking of the Fellowship

As one, the Fellowship of the ring sailed down the river, in a small fleet of boats that had been provided by Lady Galadriel and Lord Celeborn. It was rather peaceful, almost as much as their stay in Caras Galadhon had been. Miles Morales knew that he would remember it for the rest of his life.

"_To you, Spider-man," Galadriel said as she finished draping the green cloak around his shoulders. "I give a shield of my brethren. My it never fail you in battle."_

He had felt deeply honoured when she had handed him the golden shield. It was diamond-shaped, with an intricate insignia carved into the centre. He had spent all his free time staring into the twirling lines as they paddled down the river. So far, they had been travelling for three days, lead by the threesome of Aragorn, Captain America, and the Elf Menel, who had elected to be their guide. None of the fellowship seemed to mind that, and Nightcrawler seemed to relish in it somewhat, as the two of them led the tiny fleet. Directly behind them, Legolas and Aragorn rowed beside Gimli and Pippin. Frodo and Sam formed the centre, the reasoning being that if they happened to be ambushed, the ring would be safe. Merry and Shroud followed close behind, leaving Captain America and Frank Castle in one boat, while Miles and Boromir where the last.

"I still say we should go through Gondor," Boromir muttered under his breath, as he had been doing so for an hour. And he was definitely making some strong arguments for his case. As he had told Miles repeatedly, Gondor had the finest standing infantry of the west. Over the past few days, Miles had been peppered with Gondor's military history. _This leg of the journey cannot be over soon enough,_ Miles thought with a grimace as he sunk his oar into the water once more. But just then, something caught his attention. Far to the left, a log was floating along the river, which on it's own would not be suspicious. But the fact that the log changed direction by about five degrees alarmed Miles somewhat. It meant someone was steering it.

"Boromir," Miles whispered as he pointed to the log. "Something's-"

"I saw it too," Boromir replied swiftly, as he nodded in Aragorn's direction. "And so did the ranger, and your Captain."

"Should we-" Miles began to say, only for Boromir to cut him off again, as they steered towards a nearby bank. They rode their boats up onto the small sandy beach and leaped out. Miles pulled most of his supplies in one trip, setting them down by a large log. He still kept an eye on the possible stalker, who remained still, very still as the fellowship unpacked. _To Miles' left, Shroud un-shouldered her pack, and set it down on the ground. She had thrown her hood back, letting her brown hair fall down her neck, reaching her shoulders. She'd be a hell of a lot hotter if she wasn't such a bitch,_ he thought to himself privately as Sam started to make a small fire.

"...should leave now," Legolas whispered nearby, speaking to Aragorn in a hushed tone. They where to close for Miles to not overhear, even if he tried his absolute hardest. And apparently, Captain America was having the same difficulties, as he stopped mid-motion.

"No," Aragorn replied, oblivious to the two eavesdroppers. "Orcs patrol the eastern shores. We must wait for cover of darkness," the ranger said with a slight huff and a shrug of his shoulders.

"It is not the eastern shore that worries me," Legolas replied as he gazed out towards the trees, "I sense a great evil ne-"

"Maybe we should send out a scouting party?" Captain America said, breaking his silence as he got to his feet. "You and I could go, Aragorn. Have a look around, see if anything's ahead of us. We wouldn't be gone more than an hour or so and-"

"No," Aragorn interrupted as he turned to face the Captain. "To split up would be folly. We know the servants of the enemy are close by, we need not confirm that." He said as he glanced to his left, as Boromir walked past him. "And doing so would weaken us against possible ambush. We wait until the cover of darkness, and make for the paths of Emuin Muil."

"Oh yes?" Gimli piped up from where he sat on a rock, smoking a pipe. "It's just a matter of navigating through a maze of razor-sharp rocks?" he asked with a hard stare towards the ranger, as Merry walked past, holding a bundle of firewood in his arms. "And after that," Gimli continued, "it gets even _better!_ A stinking, festering marshland. As far as the eye can see," Gimli finished as he settled his shoulders down.

"That is our road," Aragorn replied with a commanding stare. "I suggest you rest, all of you. You must recover your strength."

"Recover my-" Gimli muttered as Merry dropped the branches he had been holding.

"Where's Frodo?" Merry asked, immediately getting the attention of the entire Fellowship. Miles cast his eyes around, looking for the small hobbit, not finding him anywhere. Miles had assumed that he was sitting close to Sam, but all he could see was Boromir's shield. And no Boromir. _Oh crap,_ Miles thought as he turned towards the rest of the fellowship. They all shared similar expressions.

"We split up," Captain America ordered as he drew his shield from his back. "Pairs of two, and we meet back here in an hour, understood?" Everyone nodded as they began to pair off. Merry took off beside Pippin, Nightcrawler went with Menel, Legolas and Gimli tore off together as Aragorn headed off with Captain America, and Shroud took off with Sam. This left Frank Castle, who turned to face Miles.

"You stay here," he commanded, "and hope they come back," he finised before running into the treeline.

* * *

"I take it you've been noticing Boromir closely as well?" Steve said as he and Aragorn raced through the trees. Due to the dense foliage, he was unable to run at his top speed. Which was lucky, in a way, as Aragorn seemed to know where he was going somewhat.

"Ever since Caradras," Aragorn replied hastily as he leaped over a fallen tree. "The ring corrupted Isildur," he said as he veered left, "turning him into a shell of himself. Boromir may be a great man," the ranger said as he came to a halt in a small clearing, eyeing some upturned dirt. "But he is not above the influence of the ring. I pray we reach Frodo in time. This way!" Aragorn shouted, pointing westward as he took of, Steve in tow. Obviously, the ranger was following tracks in the dirt that he couldn't find. They twisted and turned around a series of trees before coming across a large stone structure. Ornate statues that lined both sides had fallen into despair, along with the entire structure, which seemed to be some sort of tower.

"Frodo?" Aragorn asked as the small hobbit ran out from behind the tower, only to shrink back at the sight of the two men. Both of whom advanced with concern towards the hobbit.

"Get away!" Frodo shouted as he rounded a corner.

"Frodo!" Steve replied with concern, "I wouldn't-"

"The ring has taken Boromir!" Frodo replied as he curled his hand into a fist, most likely protecting the ring. "Would you destroy it?" he asked as he faced Aragorn, who knelt down, and reached his hand outwards. As a precaution, Steve readied his shield. He did not want to use it, but he understood that Aragorn might not be in his own mind. Luckily, it never came to that.

"I would have gone with you to the end," Aragorn said softly as he closed Frodo's fingers around the ring. The hobbit nodded silently, as Steve smiled. He understood just how strong Aragorn must be deep down. The kind of strength required was noble and very kingly. The peaceful moment was interrupted, however. "Run," Aragorn said as Steve heard snarling sounds coming from behind them, "run!" Steve rounded the corner of the tower, only to come across the sight of at least forty Urk-hai, dressed in blackened armour and carrying rusted weapons.

Not one to shy away from a good fight, Steve threw his shield directly at the horde's leader, killing it instantly. Beside him, Aragorn drew his sword and charged into the fray, shouting "Elendil!" as he sliced his keen sword through body after body. Steve's shield returned to his hand, and he used it to smash the face of another Urk-hai. Spinning around, he yanked on another's arm, breaking it with ease. A raised sword forced him to duck and roll, unleashing an uppercut that snapped a neck as he came up on his feet. In less than twenty seconds, he had killed five of them, yet there seemed to be no difference in numbers. Steve knew that the two of them would be overrun soon.

But he had not been counting on the arrival of help.

* * *

The two of them ran through the forest, as the cries of Urk-hai resounded around hem.

"Mr Frodo!" Sam shouted with a pant. His voice was dripping with fear. Fear for what he might find remained of his friend. And Kitty shared some of those fears. They where only drowned out by the fear of the Urk-hai's impending assault.

"Sam!" she shouted as she pushed the hobbit to the side as a brutish-looking Urk sprung from behind a tree. She solidified herself and blocked the blow with her left forearm. Meanwhile, she drew the silver sword that the elves had given her from it's sheath. With it, she sliced through the body-armour of her attacker, and took a second to search for her search partner, only to find him missing.

Assuming the best, Kitty re-focused her attention on the four Urks that now menaced her. She phased through the first strike, and the second. In their confusion, she managed to strike one's neck before going back on the defensive. She hardened herself so that another sword broke upon her skin, and she kicked it's owner away and struck out with her own blade, leaving only one more. That Urk seemed to have no more brainpower than it's companions, as it tied to strike her head, Instead of hardening, she phased, allowing the sword to pass through her body without resistance. This forced the Urk to stumble, and allowed Kitty an opportunity to exploit. She stabbed out with the blade quickly,, ending it's life.

But as she drew the sword from the beast's flesh, something struck her shoulder. She spun around to see an Urk holding a bow-and-arrow in it's hands, aiming at her.

"_Shroud!"_

* * *

Frank Castle ran as fast as he could, once he saw the armoured man standing alone in the woods. He hefted his stolen axe with one hand as he bellowed at the top of his lungs. "_Boromir!" _The Gondorian turned to face him, seconds before Castle's shoulder impacted his ribs, sending him to the ground. Surprisingly, the man did not offer any resistance whatsoever. "Where's Frodo?"

"I do...I do not know..." Boromir replied with a heavy tone. "I...I...I...tried to...to take it from him..." Castle withdrew the axe as he saw the pain in Boromir's eyes. That was impossible to fake, that much Frank knew in his heart.

"Go," Frank growled fiercely as he heard the sound of approaching enemies. "Find Aragorn! Find Frodo!" he shouted as ten Urk-hai came over the crest of the hill. He readied his axe and charged them head-on. With a mighty swing, he decapitated two of them, before using the shaft of his weapon to block a swift strike.

He butted his attacker away before cleaving it's skull, and that of another Urk. Two more fell to the ground in a fury as Castle saw Sam roll down a nearby hill, as if he had been pushed by someone. Someone who was at the top of the steep hill, fighting off four more o the beasts, and with about twenty more about to charge her.

"_Shroud!"_ he shouted as he leaped into action, powering his way up the hill, past Sam. He hacked at the neck of an archer Urk, seconds after it buried an arrow into Shroud's shoulder. Another Urk fell to his axe, and another. A third fell as he threw his knife into it's throat. "Run! We need to-" he shouted as another archer appeared, and fired an arrow.

Right into his stomach.

It stuck itself halfway through his body, so that the tip protruded from his back. He turned slowly to face Shroud, who looked at him with a mixture of fear and shock. "...run..." he wheezed as his vision began to swim. She did, as the Urk horde charged once more. Knowing he had to buy her some time, he roared and swung his axe, striking an Urk's chest as he took it's sword in his other hand. He got to his feet and began to swing like a madman.

No body could withstand his fury unleashed. Urk-ai after Urk-hai fell to the forest floor beneath his wrath. He split skulls. He crushed rib cages. He snapped necks and slashed throats. He was bathed in a shower of black blood as he continued to fight harder and harder, as the Urks continued to pile on. An arrow struck his side, but he continued to fight.

"Come and get me you assholes!" Castle shouted at the top of his lungs.

* * *

Steve sighed a sigh of relief as Legolas shot an arrow through the Urk that was doing it's best to choke him. But his pause was only momentary, as he drove his shield into the chest of another attacker. Gimli stood beside him, cutting down Urk after Urk with his axe. Soon, the Urks began to retreat, but not, it seemed, under the might of the Fellowship, but rather a horn of the enemy.

"This way!" Steve shouted as he burst forward, after the retreating Urks. He tackled one and snapped it's neck, barely breaking his stride as he did so. "Hurry!" he shouted as he watched Aragorn, Legolas and Gimli give chase to him. He leaped over an overturned statue, and nearly ran right into Boromir. "Where's-" Steve began, only to be cut off by the shouts of two hobbits.

"Hurry!" Aragorn shouted as he rushed past. This time, Steve ran after him and Legolas. Just in time to see the Urk horde making off with two tiny prisoners. Steve cursed to himself, as they where to far away to give chase, even for the super-soldier. He would have to cut through about a hundred Urks to even get too them. And that was assuming he survived. As it was, he had only about twenty to deal with. And by the time those where gone, the hobbits had passed out of sight.

"Boromir!" Steve snapped as he faced the warrior, "what happened?! Who else have you seen in the woods!?"

"I-" Boromir replied as he stuttered, "the...Castle. He held off the horde for-"

"Where?" Steve snapped briskly, fearing the worst. Boromir didn't vocalize his answer, but rather he pointed eastward. Without another word, Steve ran in that direction, followed by the rest of the Fellowship. They passed over hills and rocks, eventually joined by Nightcrawler and Menel, both of whom where stained with thick black blood.

As was Frank Castle, who was lying in a pool of red blood. Around him lay the mangled bodies of a horde of Urks,, presumably killed by his hand.

"Castle!" Steve shouted as he dropped to his knees, seeing that the man was still alive.

"Cap...Captain..." the vigilante moaned as his eyes fluttered open. He was very close to death, even as he spoke. "Di...did I save him? Did I make up for it? Did I...did I...did..."

"You did," Steve replied softly as he took Frank Castle's hand in his own. "You did. You saved him. You atoned for it."

"My sin..." Castle moaned as his head dropped to the side. "Is she-" Steve never heard what the man had wanted to say, as his heart stopped beating. Frank Castle was no more. Steve looked up at the sky, seeing the bright blue. _A fitting end for him, _he thought to himself as tears stained his eyes, _serene._ He looked down again, this time to close the man's eyes out of respect. He put his hand on the man's head and closed his own eyes.

"_Aa' ho corm eb ie' seere,"_(May his heart be at peace,) The elf Menel whispered quietly as Steve stood up. He placed his shield on his back before picking the man's body up in his arms.

"We can't leave him here," Steve said firmly, more as a statement than a question. Luckily, the remainder of the fellowship nodded in complete agreement. They began a slow walk towards the camp, hoping to find the rest of their companions waiting for hem there. As they walked, Steve remembered the anger he had felt days after the shooting. How he had persecuted the man with a tortured soul. Now, he regretted his words. He had never really understood the piercing pain he had felt deep down. Now he did know, in his heart.

Finally, they came across the campsite. The empty campsite.

* * *

Miles Morales sat on the log, cursing his luck at being ordered to stay put. He half-considered running off into the forest after them all. But he didn't, as he knew that the likelihood that he would get lost was high. And the likelihood that the fellowship would be returning soon was very high as well. The sounds of battle coming from the forest. So all he could do was wait for them to come back.

He got his wish. Moments later, Frodo came running through the trees, and headed for one of the boats. Miles got too his feet as he saw the hobbit struggling with the boat, and helped him push it into the water.

"I'm going to-" Frodo began to say.

"I know," Miles said as he grabbed the oars, and put them in the boat, " we're all going."

"No," Frodo said with a pained tone. "I'm going alone," he said before turning his back on Miles, who refused to be ignored.

"I'm going with you," Miles replied as he jumped in the boat. "What if you where to come across more Urks? Who will take the night watch?" he said as he saw a look of realization on the hobbit's face. He knew he had won the argument, and not a moment too soon, as Sam burst through the treeline.

"Mr Frodo!" Sam shouted as he reached the boat.

"Sam!" Frodo replied.

"You aren't going to Mordor alone!" Sam shouted as he grabbed his pack, "I-"

"I am not," Frodo said as he handed Sam an oar. "The two of you are going with me."

"Into the lions den," Miles smiled as the fat hobbit climbed into the boat, and he pushed it into the water. He leaped inside and began to row towards the other bank, on the other side of the river. With a series of quick strokes, they reached the other bank in no time, and unloaded the boat. Together, the three companions walked towards a cliff.

"I don't suppose we'll ever see them again," Sam said with a sigh as he looked over his shoulder.

"You never know," Miles offered as he placed his hand on Sam's shoulder. "I never thought I'd end up in a world stuck in the Middle-ages. Yet here I am," he continued as he relieved the hobbit of one of his bags. "Let's just pray they'll find a safer road."

"I pray for that too," Frodo said in a grave tone of voice. "Very much," the hobbit continued, "I hope we see them again."

* * *

"_Shroud!"_ the Punisher shouted, and she turned just in time to see an arrow flying her way. She phased it through as she saw the one with the bow being struck across the neck by Castle. Taking her blade in her good arm, she swung at a charging Urk, cutting it down as the sound of another arrow flying resounded in her ears. She spun around again to see Castle being struck by an arrow through the gut. "...run..." he moaned, and she did, once she saw the horde that menaced her. She knew that there was no hope of fighting them all off. She raced through the trees, in the direction she thought was towards the camp, only to run across a large Urk, who swung a broadsword. Instinctively, she made herself super-dense as the sword struck her neck. Something chinked to the ground as she stabbed outwards with her sword, hitting the monster's neck.

It fell to the ground, and she resumed her run. She was not, paying attention to where she was going as much as she should have, and rock slipped out form under her foot. She lost her balance and tumbled down a steep, rocky hill. The arrow that was stuck in her shoulder came free, causing pain, which was joined by more in her leg. Once she stopped rolling, a chorus of snarls forced her into action. Or would have, if she could stand. Searing pain stabbed at her leg as a large Urk kicked her ribs.

"Meat-bag!" the Urk snarled as it raised it's sword, and brought it down, only for the strike to be intercepted by a silver gleam. _"gggrraagg!"_ Her saviour paid no attention to the Urk's threat, instead swung his sword around in a powerful arc, cleaving the monster through. He was wearing stained armour, with brown leather underneath. On his head he wore a helmet, which also masked and protected his face. He removed it as he turned to face her.

"Kitty?" he said with shock as he helped her to her feet. Her only response was to strike him in the jaw.

"You fucking asshole!" she screamed as she hit him again, allowing new pain to run through her body, causing her to fall to the ground once more. "You died!"

**_A/N: And who do you think her saviour is?_**


	15. Return of the Spider

"Frodo and Sam headed east," Legolas said with urgency, as he indicated towards the boat on the other shore, on the opposite side of the river. There lay one of the boats, discarded by one of the travellers. That, combined with the missing packs of Frodo and Sam indicated that they had left, at least. Most likely to avoid another Boromir incident, which made sense. What didn't make sense was the missing Miles Morales and Shroud. "We have to hurry-" Legolas began to continue, only for Nightcrawler to cut him off.

"We have to find Kitty," the blue-furred mutant said firmly. Steve could definitely understand where he was coming from. Shroud was his teammate, and he didn't want to leave her behind. However, Steve also knew that any time they spent looking for her would put what remained of the quest in jeopardy. It was the dilemma that all soldiers faced. "We're not leaving her behind," the mutant finished.

"We will look for her," Aragorn re-assured as he sheathed a knife. "The Uruk-hai's tracks point eastward," the ranger said as he placed a hand on Nightcrawler's shoulder. "It is most likely that she either attempted to battle them for the hobbits. Or, as is more likely, was taken prisoner." Aragorn paused momentarily as he let his words sink into Nightcrawler's mind. "We will not abandon our friends to torment and death. Not while we still have some strength left in our bones." Steve nodded in agreement.

"If anything," Steve said with a shrug, "she might have gotten herself caught on purpose. So she could watch over the hobbits." Both Aragorn and Legolas nodded i agreement. Boromir stood silently in a corner, adjusting his pack. Menel, their elven guide, stood a short distance from him, with her eyes closed. She was whispering to herself softly as the rest of them talked. "But as Aragorn said," he continued, "we cannot wait. We need to leave now."

"Aye," Gimli added in with a nod, as the company stared out towards the nearby waterfall, which the boat carrying Castle had been passed through over an hour ago.

"Then take what supplies you need," Aragorn said firmly as he shouldered a pack, "leave what is unnecessary behind. Travel light. Let us hunt some Orc!"

"Yes!" Gimli exclaimed as both he and Aragorn made their way into the woods. Steve and Legolas followed closely. As did Boromir, Nightcrawler and Menel. Each of them carried a single bag filled with supplies that they would need, in addition to their weapons. _We'll most certainly need those, _Steve remarked internally as they headed through the forest. Unfortunately, his train of thought caused him to miss a log that was sticking out from the ground. He fell flat on his face, but his fall seemed to be somewhat fruitful. Something gleamed in the dirt, and he picked it up with his fingers gingerly. He brushed away the dirt to reveal the shining spider pendant. The one that he knew it's owner would never willingly leave behind.

"That's-" Gimli began.

"We know," Aragorn cut in as he knelt down and examined the tracks. "There was a battle here," the ranger said as he ran his hand through the dirt. "A fierce one, at least fifty Urk-Hai passed through here. But as for her whereabouts, I cannot say," he finished as he gave Steve a reassuring nod. "But I know that the enemy would attempt to bring her in alive, as she was able to fight off the Nazgûl."

XXXXXXXX

Kitty Pryde's head was on fire as she opened her eyes. Night had fallen already, and something was cackling nearby. She turned her head to see that the source of the sound was a moderately-sized fire. One that was being tended to by a dead man.

"You..." she scowled as she tried to rise from her lying position, only for pain to wash over her ankle and shoulder. All she could manage was a sitting position. Which she remained in, staring at Peter Parker with cold fire in her soul.

"The good news is," he said in a conversational tone as he prodded at the fire with a long stick. "Your ankle is only sprained. And the arrow hit clean. No splintering. You'll be ship-shape in seven or eight days." He finished as he continued to tend to the fire. At his feet, she could see three discarded bowls at his feet, each with water and a rag in them.

"Is it really you?" she growled.

"In the flesh," Peter replied without even glancing her way. She examined his face closely, using the fire's light. His hair was longer than before. His jaw was firmer and bore a short-cut beard. Three thin scars traced down his left cheek, and a fourth etched across his right eye.

"How?" she asked plainly.

"Am I here?" he replied as he turned to face her. "It's a long story," he said as he bowed his head slightly.

"Tell me," Kitty snapped.

XXXXXXXXXXX

_Four Years ago_

"Sleep," a soothing voice said as soon as his eyes shot open. He disobeyed, and sat up, nearly knocking over his caregiver as he did so. He acted on pure instinct, and grabbed the nearest body to his by the throat, pulling it into a tight choke-hold.

"Where am I?" he roared as he examined his surroundings. He could see trees. Lots of trees. He was in a pavilion of sorts. And the woman he was strangling had long blonde hair. And pointed ears. "What the hell?" he muttered as he released her, and backed up several steps. _The last thing I remember is...Osborne...I hit him with a truck. Something exploded..._

"Caras Galahad," the woman replied as fifteen bodies burst into view. Each of them seemed to be wearing some sort of armour. Weapons adorned their belts and hands, as if they where ready to attack at a moment's notice. Attack him, to be more precise. But he wasn't going to let that happen. He lunged out with a back-hand, striking the leader across the forehead as he kicked away two more. He sprinted for the cover of the trees, only for his Spider-sense to blare. He twisted in mid-air, avoiding three feathered arrows like they where nothing. In fact, they where nothing, when compared to the bullets he was used to.

"_STOP!"_ a powerful female voice called out. And he did, as if by some magic, he turned on the spot. Both towards the ones who had shot at him and a new figure, one who was taller and more graceful than any of the others.

XXXXXXXXX

He couldn't believe it. One of it made any logical sense in his mind. He had been figthing the Green Goblin and his cronies back home, and somehow been transported into a world stuck in the middle ages, complete with elves and magic. And worst of all, he had no way of getting home, though not for lack of trying. The elven queen, Galadriel, had spent many hours with him, trying to devise a way for him to get home. But there was nothing. Eventually, she suggested that he seek out Elrond, an elf who was much more learned than she was.

He did just that, travelling for two weeks strait on horseback to Rivendell, with only a map and a sword that she had given him. The solitude had given him lots of time to think. He began to realize that people would assume him dead back home. He could hear their voices as he wept himself to sleep. Every night, he closed his eyes to their faces. His Aunt. Harry. MJ. Gwen. Kitty. Flash. Johnny. All of them. Day in and day out.

When he arrived at Rivendell, he was half-alive. He barely ate or slept. That was, until he met Elrond's sons. The first words out of their mouths had been light-hearted jests, but he didn't take them that way. Instead, he had struck them both before they could react. Completely flabbergasted, the twin elves had been entirely speechless. And from that, a new friendship grew.

"Tell me," Elledan quipped as he sidestepped a thrusting Strike from Peter. "Liante Edan, does everybody name themselves after something in your world? You speak of two cats, a man of metal and-"

"Does your mouth run on autopilot," Peter retorted as Elrohir's sword descended on him in an arc. "Or do you actually _think _before you speak?"

"My brother," Elrohir replied as he was forced to retreat under a sweeping strike. "Has the tact of an Orc sometimes."

"Apple doesn't fall far from the tree," Peter said assuredly as he ducked under a sword. "I only hope your sister got the better part of the gene pool."

XXXXXXXXX

_Three years, one month ago_

"I have thus far failed in-" the Elf lord began to say, but Peter cut him off.

"You've done more than enough," Peter said with a warm expression that contrasted his aching heart.

"My only hope is this," Elrond smiled as he placed his hands on Peter's shoulders. "That you are guided home by the one I point you towards now. Find Gandalf. He may yet have the answers you seek. I have sent birds ahead with news to him, and he awaits you eagerly on the southeastern border of Mirkwood. _Auta no' yassen i' edhel kyerma._" (Go forth with the elves prayer)

"_Lle nostale a' amin ank'th lle,"_(You have been kind. Thank you.) Peter replied as he grabbed his small bag, which now contained all of his clothing. A spare set of armour had been donated to him from Eladan and Elrohir. As had a saddle for the Horse Elrond had given him. And as he set out for the long road, he realized that he had thought of Rivendell as his home. And that he wasn't sad about leaving it.

XXXXXXXXXX

_Two years, eleven months ago_

"You must be Gandalf," Peter said as he approached the elderly man in a long, grey cloak. The man held a staff in his hands, and a pointy hat adorned his head. This man definitely served as the definition of Wizard in Peter's mind.

"No," the man replied with a wry grin. "I am me. But some insist on calling me Gandalf. So I am Gandalf. And me at the same time. And you must be-?"

"_You_, obviously," Peter said with a slight smirk, not wanting to be outdone in a game of whits by an old man. "But some insist on calling me Liante Edan."

"Then I must be one of _them_," Gandalf replied as he bowed his head politely. "The birds tell me you seek my assistance. In returning home, of all things! Can you not afford a map?" _If only it where that simple,_ Peter thought to himself as he followed the Wizard towards a large tree. They talked for days on end, the Wizard doing his best to come up with knowledge that would help Peter. But there was nothing he could do. "Saruman is the Wizard you need," he said as he smoked a pipe. "But he is far away, in Isengard. And the road is dangerous these days. Pirates and Orcs and Goblins patrol the lands now."

"I have to," Peter said firmly. Ignoring the pleas of the Wizard, he departed within the hour. He travelled for a month, heading south as the map told him to, through the country called Rohan. There he met rolling groups of Horsemen, who where wary of him at first. But he earned their trust very quickly.

"Who are you?" the man in bronze armour snapped as he dismounted from his horse. Peter could do nothing to stop the interrogation, as he was surrounded by twenty mounted warriors. Each of them had a spear pointing in his direction. "Speak!"

"No one important," Peter said in as calm a voice he could muster.

"Prince Theodred," one of the warriors said briskly, "Your Father would wish to speak with him, as he is a foreigner in these troubled times."

"Very well," Theodred replied as he moved towards his horse. "I-" Peter cut him off by body-checking him, out of the way of a flying arrow, that would otherwise have pierced his chest. The assembled warriors began to panic as humanoid creatures barrelled through their ranks from the left side. Acting quickly, Peter drew his sword and assumed a ready-stance. Although he had trained with Elrond's sons, he had never been in a fight like this before. Sure, he had been in plenty of brawls as Spider-man, but he had never used a weapon to hurt somebody. To kill somebody.

Which is what happened when one of the monsters ploughed right onto his sword's point. From then on, there was no going back. Even after defeating the monsters, he wasn't done with murder. As he travelled to Isengard, he found himself caught by a roving band of pirates. Fortunately, they where only five in number, and he was much stronger and faster. But that didn't change the fact that it ate him up inside to see the bodies there. He hoped that he would find solace in Isengard.

He was wrong.

He had approached the entrance to the fortress, only for his Spider-sense to go off, telling him to not go in there. And he trusted his instinct over the word of a Wizard he barely knew. This only left him with one choice. He looked over the map and placed his finger on the city of Minas Tirith. He remembered Elrond saying to him how that was the centre of Man's power in the west. And it was there that most of Man's records where.

XXXXXXXXXX

_Two years, six months ago. _

"Take cover!" someone shouted as a stone impacted the side of a crumbling wall. Peter flinched as pebbles hailed down on him. But he did not let that detract from his objective. He could see six Orcs making their way through the rubble. And he knew that even so small a band could deal a mortal blow to the Gondorian army's defence. So he did what he had to, and dispatched them all. As the last body fell to the ground, a heavily armoured man approached, with a vanguard of ten warriors.

"Who goes there?" the man shouted as he pointed his drawn sword. "Who do you report to?"

"No one," Peter snapped, "I-"

"_Nazgûl!"_ one of the guards shouted_, _pointingskywards as he did so. Peter followed the man's arm, only to see a gigantic beast swoop down from the clouds and land less than a hundred feet away. On the creature's back was something that resembled a man, only wearing a black cloak. The thing dismounted, and the guards scrambled away, leaving only Peter and the armoured man to deal with the beast resembling a human.

"_Kneel," _the rider taunted as it drew a long black sword. _"Kneel before the might of Khamûl!"_

"Right," the armoured man snapped before charging forward, his sword held high. Peter moved to flank 'Khamûl' on the left. Which proved most useful when the armoured man was driven back. This allowed Peter the chance to strike out, hard. What he was not expecting, however, was the creature to be so strong. It blocked his blow with ease, before countering entirely. Peter ducked under the blow, and twisted his sword so that it struck the creature's back, earning a painful cry. Before his eyes, the creature disappeared into nothingness.

"Is it-" Peter began.

"No," the armoured man spat, "they cannot be killed. It will return in time. But come, we have a battle to win! Ha!"

XXXXXXXX

_Present_

...about it," he finished with a sigh, as the two of them walked. It was mid-morning, and Kitty had insisted that they return to her company's campsite. "I spent the next year or so wandering around in the wilderness, fighting Orcs. It's not that I didn't want to come home. I just couldn't. I didn't know how."

"We've needed you," Kitty replied from where she sat on the saddle. "Back home."

"How bad could it be," he replied with a sigh. "All I did was put people in harm's way remember?"

"The crime rate tripled," she said firmly. "Even with the new guy, things got worse and worse. Muggings skyrocketed. Robberies are on the rise. Fuck, even the Ultimates are overworked. The whole damn country is on the verge of a new civil war."

"No," Peter replied, disbelievingly. "Things would only be worse if I was there. Id've gotten somebody important-"

"What kind of shit is that?" Kitty snapped briskly. "We needed you. Your Aunt needed you. The Ultimates needed you. I needed you."

"You?" Peter said in a low tone, "I thought we where-"

"I never really was," Kitty replied stiffly. "I dunno what was worse, losing you or losing the Professor."

"He-" Peter began.

"'Purifiers,'" Kitty said as they neared the river. "We split up after that. I went back to the city, Jean took a bunch of the students to Utopia. Then she began a n aggressive pro-mutant campaign."

"So she-" Peter began to quip.

"That's why we're on the verge of a civil war, Peter. All these factions splintered away from groups after you left." She finished as the two of them reached the shoreline. He could see evidence of a campsite being rummaged through quickly. And he could tell that seven individuals had set out westwards just over a day ago, on foot. And that's where he knew that the two of them needed to head.


End file.
